10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2004

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from                     to                    

Commission file number 1-7567

URS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	94-1381538
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
600 Montgomery Street, 26th Floor
San Francisco, California	94111-2728
(Address of principal executive offices)	(Zip Code)

(415) 774-2700
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act).Yes x No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at September 1, 2004
Common Stock, $.01 par value	43,498,942

URS CORPORATION AND SUBSIDIARIES

     This quarterly report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “will,” and similar terms used in reference to our future revenue and earnings projections, our future cash contributions to our retirement plans, the future maintenance of our insurance coverage, future outcomes of our legal proceedings, our guarantees and debt service obligations, our future debt redemptions, our future capital resources, our future ability to collect cash from our clients, our future accounting and project management conversion and future economic and industry conditions. We believe that our expectations are reasonable and are based on reasonable assumptions. However, such forward-looking statements by their nature involve risks and uncertainties. We caution that a variety of factors, including but not limited to the following, could cause our business and financial results to differ materially from those expressed or implied in our forward-looking statements: the recent economic downturn; our inability to comply with government regulations; changes in our book of business; our dependence on government appropriations and procurements; our ability to profitably execute our contracts; our leveraged position; our ability to service our debt; liability for pending and future litigation; changes in the law; our ability to maintain adequate insurance coverage; a decline in defense spending; industry competition; our ability to attract and retain key individuals; risks associated with international operations; our ability to successfully integrate our accounting and project management software; and other factors discussed more fully in Management’s Discussion and Analysis of Financial Condition and Results of Operations beginning on page 29, Risk Factors That Could Affect Our Financial Conditions and Results of Operations beginning on page 42, as well as in other reports subsequently filed from time to time with the United States Securities and Exchange Commission. We assume no obligation to revise or update any forward-looking statements.

PART I. FINANCIAL INFORMATION:
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets July 31, 2004 and October 31, 2003	2
Consolidated Statements of Operations and Comprehensive Income Three months and nine months ended July 31, 2004 and 2003	3
Consolidated Statements of Cash Flows Nine months ended July 31, 2004 and 2003	4
Notes to Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3. Quantitative and Qualitative Disclosures About Market Risk	51
Item 4. Controls and Procedures	51
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings	52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3. Defaults Upon Senior Securities	52
Item 4. Submission of Matters to a Vote of Security Holders	53
Item 5. Other Information	53
Item 6. Exhibits	53
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 4.3
EXHIBIT 4.4
EXHIBIT 4.5
EXHIBIT 4.6
EXHIBIT 4.7
EXHIBIT 4.8
EXHIBIT 4.9
EXHIBIT 4.10
EXHIBIT 4.11
EXHIBIT 4.12
EXHIBIT 4.13
EXHIBIT 4.14
EXHIBIT 4.15
EXHIBIT 4.16
EXHIBIT 4.17
EXHIBIT 4.18
EXHIBIT 10.2
EXHIBIT 10.3
EXHIBIT 10.4
EXHIBIT 10.5
EXHIBIT 10.6
EXHIBIT 10.7
EXHIBIT 10.8
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32

1

PART I
FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

URS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	July 31, 2004			October 31, 2003
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	38,474		$	15,508
Accounts receivable, including retainage of $44,190 and $42,617, respectively		542,490			525,603
Costs and accrued earnings in excess of billings on contracts in process		391,151			393,670
Less receivable allowances		(34,973	)		(33,106	)
Net accounts receivable		898,668			886,167
Deferred income taxes		16,095			13,315
Prepaid expenses and other assets		23,967			24,675
Total current assets		977,204			939,665
Property and equipment at cost, net		147,019			150,553
Goodwill, net		1,004,680			1,004,680
Purchased intangible assets, net		9,031			11,391
Other assets		53,061			61,323
	$	2,190,995		$	2,167,612
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	45,193		$	23,885
Accounts payable and subcontractor payable, including retainage of $12,271 and $7,409, respectively		164,562			172,500
Accrued salaries and wages		149,784			125,774
Accrued expenses and other		73,866			86,874
Billings in excess of costs and accrued earnings on contracts in process		73,514			83,002
Total current liabilities		506,919			492,035
Long-term debt		522,668			788,708
Deferred income taxes		55,552			55,411
Deferred compensation and other		68,281			66,385
Total liabilities		1,153,420			1,402,539
Commitments and contingencies (Note 5)
Stockholders’ equity:
Common shares, par value $.01; authorized 100,000 shares; 43,493 and 33,668 shares issued, respectively; and 43,441 and 33,616 shares outstanding, respectively		434			336
Treasury stock, 52 shares at cost		(287	)		(287	)
Additional paid-in capital		723,070			487,824
Accumulated other comprehensive income (loss)		637			(906	)
Retained earnings		313,721			278,106
Total stockholders’ equity		1,037,575			765,073
	$	2,190,995		$	2,167,612

See Notes to Consolidated Financial Statements

2

URS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME -

UNAUDITED

(In thousands, except per share data)

	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2004		2003		2004		2003
Revenues	$	838,150	$	778,045	$	2,474,528	$	2,348,633
Direct operating expenses		529,381		485,177		1,559,559		1,481,340
Gross profit		308,769		292,868		914,969		867,293
Indirect, general and administrative expenses		284,708		244,060		806,208		740,050
Operating income		24,061		48,808		108,761		127,243
Interest expense, net		11,881		20,332		49,396		62,913
Income before taxes		12,180		28,476		59,365		64,330
Income tax expense		4,880		11,390		23,750		25,730
Net income		7,300		17,086		35,615		38,600
Other comprehensive income:
Foreign currency translation adjustments		280		272		1,543		3,178
Comprehensive income	$	7,580	$	17,358	$	37,158	$	41,778
Net income per common share:
Basic	$	.17	$	.52	$	.95	$	1.19
Diluted	$	.17	$	.52	$	.91	$	1.18
Weighted-average shares outstanding:
Basic		43,052		32,704		37,659		32,509
Diluted		44,173		33,207		38,942		32,730

See Notes to Consolidated Financial Statements

3

URS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS-UNAUDITED

(In thousands)

	Nine Months Ended
	July 31,
	2004			2003
Cash flows from operating activities:
Net income	$	35,615		$	38,600
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		31,473			33,010
Amortization of financing fees		5,304			5,553
Costs incurred for extinguishment of debt		27,393			—
Provision for doubtful accounts		9,725			4,462
Deferred income taxes		(2,639	)		(1,000	)
Stock compensation		2,076			3,665
Tax benefit of stock options		3,970			161
Changes in current assets and liabilities:
Accounts receivable and costs and accrued earnings in excess of billings on contracts in process		(22,226	)		66,328
Prepaid expenses and other assets		(508	)		(4,202	)
Accounts payable, accrued salaries and wages and accrued expenses		3,078			(25,821	)
Billings in excess of costs and accrued earnings on contracts in process		(9,488	)		5,961
Deferred compensation and other		1,896			2,598
Other, net		1,477			5,180
Total adjustments and changes		51,531			95,895
Net cash provided by operating activities		87,146			134,495
Cash flows from investing activities:
Capital expenditures, less equipment purchased through capital leases		(15,685	)		(14,307	)
Net cash used by investing activities		(15,685	)		(14,307	)
Cash flows from financing activities:
Long-term debt principal payments		(287,967	)		(82,971	)
Long-term debt borrowings		26,494			104
Net borrowings (payments) under the line of credit		16,714			(27,259	)
Capital lease obligation payments		(11,165	)		(13,366	)
Short-term note borrowings		1,540			1,211
Short-term note payments		(1,531	)		(1,385	)
Proceeds from common stock offering, net of related expenses		204,286			—
Proceeds from sale of common stock from employee stock purchase plan and exercise of stock options		25,009			9,053
Call premiums paid for debt extinguishment		(19,075	)		—
Payments for financing fees		(2,800	)		—
Net cash used by financing activities		(48,495	)		(114,613	)
Net increase in cash		22,966			5,575
Cash and cash equivalents at beginning of period		15,508			9,972
Cash and cash equivalents at end of period	$	38,474		$	15,547
Supplemental information:
Interest paid	$	55,471		$	48,209
Taxes paid	$	31,580		$	14,181
Equipment acquired through capital lease obligations	$	9,378		$	13,486
Conversion of Series D preferred stock to common stock	$	—		$	46,733

See Notes to Consolidated Financial Statements

4

URS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

NOTE 1. ACCOUNTING POLICIES

Overview

     The terms “we,” “us,” and “our” used in this quarterly report refer to URS Corporation and its consolidated subsidiaries unless otherwise indicated. We offer a comprehensive range of professional planning and design, systems engineering and technical assistance, program and construction management, and operations and maintenance services for surface transportation, air transportation, rail transportation, industrial process, facilities and logistics support, water/wastewater treatment, hazardous waste management, and military platforms support. Headquartered in San Francisco, we operate in over 20 countries with approximately 27,000 employees providing engineering and technical services to federal, state and local governmental agencies as well as private industry clients in the chemical, manufacturing, pharmaceutical, forest product, mining, oil, gas, and utility industries.

     The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements include the accounts of our wholly-owned subsidiaries. In order to bid, negotiate and execute projects, we may form joint ventures with third parties. Unconsolidated joint ventures are accounted for using the equity method. We consolidate our proportionate share of revenues, direct operating expenses and gross profits generated by joint ventures related to construction activities. Total joint venture revenues, direct operating expenses and gross profit are included in the Consolidated Statements of Operations and Comprehensive Income for all other consolidated joint ventures. All significant intercompany transactions and accounts have been eliminated in consolidation.

     You should read our unaudited interim consolidated financial statements in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended October 31, 2003. The results of operations for the nine months ended July 31, 2004 are not necessarily indicative of the operating results for the full year or for future years.

     In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all normal recurring adjustments that are necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented.

     The preparation of our unaudited interim consolidated financial statements in conformity with GAAP necessarily requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenues and costs during the reporting periods. Actual results could differ from those estimates. On an ongoing basis, we review our estimates based on information that is currently available. Changes in facts and circumstances may cause us to revise our estimates.

5

URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Continued)

Income Per Common Share

     Basic income per common share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted income per common share is computed giving effect to all potentially dilutive shares of common stock that were outstanding during the period. Potentially dilutive shares of common stock consist of the incremental shares of common stock issuable upon the exercise of stock options. Diluted income per share is computed by dividing net income by the sum of the weighted-average common shares and potentially dilutive common shares that were outstanding during the period.

     In accordance with the disclosure requirements of Statement of Financial Accounting Standards No. 128, “Earnings per Share” (“SFAS 128”), a reconciliation of the numerator and denominator of basic and diluted income per common share is provided as follows:

	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2004		2003		2004		2003
	(In thousands, except per share data)
Numerator — Basic
Net income	$	7,300	$	17,086	$	35,615	$	38,600
Denominator — Basic
Weighted-average common stock outstanding		43,052		32,704		37,659		32,509
Basic income per share	$	.17	$	.52	$	.95	$	1.19
Numerator — Diluted
Net income	$	7,300	$	17,086	$	35,615	$	38,600
Denominator — Diluted
Weighted-average common stock outstanding		43,052		32,704		37,659		32,509
Effect of dilutive securities
Stock options		1,121		503		1,283		221
		44,173		33,207		38,942		32,730
Diluted income per share	$	.17	$	.52	$	.91	$	1.18

     Our 6½% Convertible Subordinated Debentures (“6½% debentures”) are due in 2012 and are convertible into shares of our common stock at the rate of $206.30 per share. However, the effect of the assumed conversion of the 6½% debentures was not included in our computation of diluted income per share because it would be anti-dilutive.

     The following outstanding stock options were not included in our computation of diluted income per share because the exercise price of those options was greater than the average market value of the shares of our common stock in the periods presented.

	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2004		2003		2004		2003
	(In thousands)
Number of stock options where exercise price exceeds average price		1,122		2,773		52		3,932

6

URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Continued)

Stock-Based Compensation

     We account for stock issued to employees and outside directors in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). Accordingly, compensation cost is measured based on the excess, if any, of the market price of our common stock over the exercise price of a stock option, determined on the date the option is granted.

     Statement of Financial Accounting Standard No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” (“SFAS 148”), requires prominent disclosure in both annual and interim financial statements of the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS 148 also requires disclosure of pro forma results on an interim basis as if we had applied the fair value recognition provisions of Statement of Financial Accounting Standard No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”).

     We continue to apply APB 25 and related accounting interpretations for our 1991 Stock Incentive Plan and 1999 Equity Incentive Plan (collectively, the “Plans”). All of our options are awarded with an exercise price that is equal to the market price of our common stock on the date of the grant and accordingly, no compensation cost has been recognized in connection with options granted under the Plans. For disclosures required by SFAS 123, we use the Black-Scholes option pricing model to calculate the estimated stock option compensation expense based on the fair value of stock options granted and the following assumptions.

	Three Months Ended		Nine Months Ended
	July 31,		July 31,
	2004	2003	2004	2003
Risk-free interest rates	4.46%-4.53%	3.20%-3.72%	3.80%-4.53%	3.20%-4.05%
Expected life	7.39 years	7.5 years	7.39 years	7.5 years
Volatility	46.27%	47.93%	46.27%	47.93%
Expected dividends	None	None	None	None

     If the compensation cost for awards under the Plans had been determined in accordance with SFAS 123, as amended, our net income and earnings per share would have been reduced to the pro forma amounts indicated below:

7

URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Continued)

	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2004		2003		2004		2003
	(In thousands, except per share data)
Numerator — Basic
Net income:
As reported	$	7,300	$	17,086	$	35,615	$	38,600
Add: Total stock-based compensation expense as reported		640		159		1,522		2,199
Deduct: Total stock-based compensation expense determined under fair value based method for all awards, net of tax		7,434		3,954		10,446		7,575
Pro forma net income.	$	506	$	13,291	$	26,691	$	33,224
Denominator — Basic
Weighted-average common stock outstanding		43,052		32,704		37,659		32,509
Basic income per share:
As reported	$	.17	$	.52	$	.95	$	1.19
Pro forma	$	.01	$	.41	$	.71	$	1.02
Numerator — Diluted
Net income:
As reported	$	7,300	$	17,086	$	35,615	$	38,600
Add: Total stock-based compensation expense as reported		640		159		1,522		2,199
Deduct: Total stock-based compensation expense determined under fair value based method for all awards, net of tax		7,434		3,954		10,446		7,575
Pro forma net income.	$	506	$	13,291	$	26,691	$	33,224
Denominator — Diluted
Weighted-average common stock outstanding		44,173		33,207		38,942		32,730
Diluted income per share:
As reported	$	.17	$	.52	$	.91	$	1.18
Pro forma	$	.01	$	.40	$	.69	$	1.02

Adopted and Recently Issued Statements of Financial Accounting Standards

     In January 2003, the Financial Accounting Standards Board (“FASB”) issued Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”), which is an interpretation of Accounting Research Bulletin No. 51, “Consolidated Financial Statements.” FIN 46 requires a variable interest entity (“VIE”) to be consolidated by a company that is considered to be the primary beneficiary of that VIE. In December 2003, the FASB issued FIN 46 (revised December 2003), “Consolidation of Variable Interest Entities” (“FIN 46-R”), to address certain FIN 46 implementation issues. Although we have no special purpose entities (“SPEs”) as defined in FIN 46, we evaluated the impact of FIN 46 related to our joint ventures with third parties. We adopted FIN 46-R as of April 30, 2004.

8

URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Continued)

     In general, we account for non-special purpose entities (“non-SPEs”) in accordance with Emerging Issues Task Force Issue 00-01, “Investor Balance Sheet and Income Statement Display under the Equity Method for Investments in Certain Partnerships and Other Ventures” (“EITF 00-01”), or in accordance with the equity method of accounting. Our adoption of FIN 46-R did not have a material impact on our accounting for these non-SPEs created prior to February 1, 2003 and we continue to account for these non-SPEs under the equity method or under EITF 00-01, as appropriate.

     FIN 46-R requires that all entities, regardless of whether or not a special purpose entity, created subsequent to January 31, 2003, be evaluated for consolidation purposes. We have not entered into any joint venture or partnership agreements subsequent to January 31, 2003 that would have a material impact on our consolidated financial statements. Future joint venture or partnership agreements requiring consolidation under FIN 46-R could have a material impact on our consolidated financial statements.

     In December 2003, the FASB issued Statement of Financial Accounting Standards No. 132 (Revised), “Employer’s Disclosure about Pensions and Other Postretirement Benefits” (“Revised SFAS 132”). Revised SFAS 132 retains disclosure requirements from the original SFAS 132 and requires additional disclosures relating to assets, obligations, cash flows and net periodic benefit cost. Revised SFAS 132 is effective for fiscal years ending after December 15, 2003, except that certain disclosures are effective for fiscal years ending after June 15, 2004. Interim period disclosures are effective for interim periods beginning after December 15, 2003. Our required Revised SFAS 132 interim disclosures are included in Note 3, “Employee Retirement Plans.”

     On December 17, 2003, the Staff of the Securities and Exchange Commission (“SEC” or the “Staff”) issued Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”), which supersedes SAB 101, “Revenue Recognition in Financial Statements.” SAB 104’s primary purpose is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, which was superseded as a result of the issuance of Emerging Issues Task Force Consensus No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables” (“EITF 00-21”). Additionally, SAB 104 rescinds the SEC’s Revenue Recognition in Financial Statements Frequently Asked Questions and Answers (the “FAQ”) issued with SAB 101 that had been codified in SEC Topic 13, Revenue Recognition. Selected portions of the FAQ have been incorporated into SAB 104. While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. SAB 104 applies to our service related contracts. We do not have any material multiple element arrangements and thus SAB 104 does not impact our financial statements nor is adoption of SAB 104 considered a change in accounting principle.

     On January 12, 2004 and May 19, 2004, the FASB issued FASB Staff Position (“FSP”) No. 106-1 and 106-2, respectively, both entitled “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (“FSP 106-1” and “FSP 106-2”). The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Medicare Act”) was signed into law in December 2003 and establishes a prescription drug benefit, as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a prescription drug benefit that is at least actuarially equivalent to Medicare’s prescription drug coverage. FSP 106-1 permits employers that sponsor postretirement benefit plans to make a one-time election to defer accounting for any effects of the Medicare Act until the earlier of (a) the issuance of guidance by the FASB on how to account for the federal subsidy to be provided to plan sponsors under the Medicare Act or (b) the remeasurement of plan assets and obligations subsequent to January 31, 2004. Under FSP 106-1, we elected to defer accounting for the effects of the Medicare Act. Our deferral remains in effect until the effective date of FSP 106-2, which provides guidance on the accounting for the effects of the Medicare Act by employers whose prescription drug benefits are

9

URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Continued)

actuarially equivalent to the drug benefit under Medicare Part D. FSP 106-2 requires those employers to provide disclosures regarding the effects of the federal subsidy provided by the Medicare Act. For entities that elected deferral and for which the impact is significant, FSP 106-2 is effective for the first interim or annual period beginning after June 15, 2004. Entities for which FSP 106-2 does not have a significant impact are permitted to delay recognition of the effects of the Medicare Act until the next regularly scheduled measurement date following the issuance of FSP 106-2. We are currently evaluating the impact of the Medicare Act on our postretirement plans. Should adoption of FSP 106-2 have a significant impact on our financial statements, we may be required to recognize the effects of the Medicare Act during the fourth quarter of fiscal year 2004.

     On April 9, 2004, FASB issued FASB Staff Position No. 129-1, “Disclosure of Information about Capital Structure, Relating to Contingently Convertible Securities” (“FSP 129-1”). FSP 129-1 clarifies that the disclosure requirements of Statement of Financial Accounting Standards No. 129, “Disclosure of Information about Capital Structure” apply to all contingently convertible securities and to their potentially dilutive effects on earnings per share (“EPS”), including those for which the criteria for conversion have not been satisfied, and thus are not included in the computation of diluted EPS. The guidance in FSP 129-1 is effective immediately and applies to all existing and newly created securities. Our required FSP 129-1 disclosures are included above under “Income Per Common Share.” Our 61/2% debentures are convertible into shares of our common stock; however, the number of shares which they could be converted into is not material to our income per share computation.

Reclassifications

     We have made reclassifications to our 2003 financial statements to conform them to the 2004 presentation. These reclassifications have no effect on the consolidated net income, net cash flows and equity as they were previously reported.

NOTE 2. PROPERTY AND EQUIPMENT

     Property and equipment consists of the following:

	July 31,			October 31,
	2004			2003
	(In thousands)
Equipment	$	145,463		$	156,170
Furniture and fixtures		20,916			26,334
Leasehold improvements		30,828			29,657
Construction in progress		5,621			2,643
		202,828			214,804
Accumulated depreciation and amortization		(94,199	)		(102,028	)
		108,629			112,776
Capital leases		79,046			78,437
Accumulated amortization		(40,656	)		(40,660	)
		38,390			37,777
Property and equipment at cost, net	$	147,019		$	150,553

     As of July 31, 2004 and October 31, 2003, we capitalized development costs of internal-use software of $58.7 million and $58.3 million, respectively. We amortized the capitalized software costs using the straight-line method over an estimated useful life of ten years.

10

URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Continued)

     Property and equipment is depreciated by using the following estimated useful lives.

	Estimated Useful Life
Equipment	4 – 10 years
Capital leases	4 – 10 years
Furniture and fixtures	10 years
Leasehold improvements	9 months – 20 years

     Depreciation expense of property and equipment for the three months ended July 31, 2004 and 2003 was $8.2 million and $9.7 million, respectively. Depreciation expense for the nine months ended July 31, 2004 and 2003 was $29.1 million and $29.8 million, respectively.

     Amortization expense of our purchased intangible assets for the three months ended July 31, 2004 and 2003 was $0.8 million and $0.9 million, respectively. Amortization expense of our purchased intangible assets for the nine months ended July 31, 2004 and 2003 was $2.4 million and $3.2 million, respectively.

NOTE 3. EMPLOYEE RETIREMENT PLANS

     In fiscal year 1999, we acquired and assumed obligations of Radian International, L.L.C.’s (“Radian”) defined benefit pension plans and several post-retirement benefit plans. These retirement plans cover a selected group of Radian employees and former employees who will continue to be eligible to participate in the retirement plans.

     The Radian defined benefit plans include a Supplemental Executive Retirement Plan (“SERP”) and Salary Continuation Agreement (“SCA”) which are intended to supplement the retirement benefits provided by the participants’ other benefit plans upon attaining minimum age and years of service requirements.

     In fiscal year 2002, we acquired and assumed the obligations of EG&G Technical Services, Inc.’s defined benefit pension plan (“EG&G pension plan”) and post-retirement medical plan (“EG&G post-retirement medical plan”). These plans cover some of our EG&G Division’s hourly and salaried employees.

     In July 1999, we entered into a Supplemental Executive Retirement Agreement (the “Executive Plan”) with Martin M. Koffel, our Chief Executive Officer.

     The components of net periodic benefit costs relating to the Radian SERP and SCA, the EG&G pension plan, the EG&G post-retirement medical plan and the Executive Plan are as follows:

   Executive Plan

	Three Months Ended July 31,				Nine Months Ended July 31,
	2004		2003		2004		2003
	(In thousands)
Service cost	$	228	$	452	$	684	$	1,356
Interest cost		109		86		327		258
Amortization of net loss		—		28		—		84
Net periodic benefit cost	$	337	$	566	$	1,011	$	1,698

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URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Continued)

   Radian SERP and SCA

	Three Months Ended July 31,					Nine Months Ended July 31,
	2004		2003			2004		2003
	(In thousands)
Service cost	$	—	$	—		$	1	$	1
Interest cost		177		178			532		535
Amortization of net loss (gain)		4		(2	)		11		(6	)
Net periodic benefit cost	$	181	$	176		$	544	$	530

   EG&G pension plan

	Three Months Ended July 31,						Nine Months Ended July 31,
	2004			2003			2004			2003
	(In thousands)
Service cost	$	1,165		$	1,276		$	3,887		$	3,806
Interest cost		1,954			1,666			6,060			4,971
Expected return on plan assets		(2,131	)		(1,579	)		(6,349	)		(4,711	)
Amortization of:
Prior service cost		(518	)		—			(1,209	)		—
Net loss		30			—			72			—
Net periodic benefit cost	$	500		$	1,363		$	2,461		$	4,066

   EG&G post-retirement medical plan

	Three Months Ended July 31,						Nine Months Ended July 31,
	2004			2003			2004			2003
	(In thousands)
Service cost	$	63		$	31		$	190		$	93
Interest cost		69			39			207			117
Expected return on plan assets		(72	)		(63	)		(217	)		(189	)
Amortization of:
Net loss (gain)		2			(20	)		6			(60	)
Net periodic benefit cost	$	62		$	(13	)	$	186		$	(39	)

     For measurement purposes, we used the same assumptions for the interim disclosure of net periodic benefit cost as for the prior year-end disclosure at October 31, 2003. For a description of each plan, see Note 12 “Employee Retirement Plans” to our Consolidated Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended October 31, 2003.

Funding Requirements and Contributions

     The Executive Plan and Radian SERP and SCA do not have funding requirements. For fiscal year 2004, we expect to make cash contributions of approximately $5.8 million and $0.2 million to the EG&G pension plan and the EG&G post-retirement medical plan, respectively.

12

URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Continued)

NOTE 4. CURRENT AND LONG-TERM DEBT

Senior Secured Credit Facility

     Our Senior Secured Credit Facility (“Credit Facility”) consists of two term loans, Term Loan A and Term Loan B, and a revolving line of credit. Borrowings under the Credit Facility bear interest at either a base rate or a Eurodollar rate plus, in each case, an interest rate margin that varies with our financial performance. As of July 31, 2004 and October 31, 2003, we had $353.8 million and $357.8 million in principal amounts outstanding, respectively, under the term loan facilities. As of July 31, 2004, we had drawn $16.7 million on our revolving line of credit and had outstanding standby letters of credit aggregating to $55.9 million, reducing the amount available to us under our revolving credit facility to $152.4 million.

     We have amended our Credit Facility on five separate occasions. The first amendment, dated January 30, 2003, increased our maximum leverage ratios through January 31, 2004, and increased the interest rate margins by 0.25% on our Credit Facility, but also provided that if we achieved the original leverage ratio of 3.90:1 or less at October 31, 2003, the original interest rate margins would be restored. Because we achieved this ratio, the original interest rate margins were restored in January 2004. The second amendment, dated November 6, 2003, enabled us to repurchase and redeem our 11½% Senior Notes (“11½% notes”), 12¼% Senior Subordinated Notes (“12¼% notes”) and/or our 6½% debentures with the entire proceeds of an equity issuance up to $220.0 million. The third amendment, dated December 16, 2003, reduced the interest rate margins on Term Loan B. The fourth amendment, dated March 29, 2004, increased the equity offering proceeds that could be used to repurchase or redeem our outstanding notes and debentures to $300.0 million and permitted us to borrow unsecured debt and/or use our revolving line of credit for this purpose if our leverage ratio was less than 2.50 after giving effect to the transaction.

     The fifth amendment, dated June 4, 2004, reduced the interest rate margins on our Credit Facility to 1.25% for base rate borrowings and to 2.25% for Eurodollar borrowings, increased the credit limit on our revolving line of credit to $225.0 million and increased the outstanding amount of our Term Loan B by $25.0 million. This amendment has also enabled us to achieve an additional 0.25% reduction in interest rate margins, to 1.00% for base rate borrowings and to 2.00% for Eurodollar borrowings, since Moody’s increased our credit rating from Ba3 to Ba2 on August 18, 2004.

     As of July 31, 2004, we were in compliance with all of our Credit Facility covenants.

     As a part of our Credit Facility, we maintain a revolving line of credit to fund daily operating cash needs and to support standby letters of credit. During the ordinary course of business, the use of the revolving line of credit is driven by collection and disbursement activities. Our daily cash needs follow a predictable pattern that typically parallels our payroll cycles, which drive, if necessary, our short-term borrowing requirements.

     Our average daily revolving line of credit balances for the three-month periods ended July 31, 2004 and 2003 were $28.2 million and $3.1 million, respectively. The maximum amounts outstanding at any one point in time during the three-month periods ended July 31, 2004 and 2003 were $74.6 million and $20.0 million, respectively. Our average daily revolving line of credit balances for the nine-month periods ended July 31, 2004 and 2003 were $21.1 million and $25.2 million, respectively. The maximum amounts outstanding at any one point in time during the nine-month periods ended July 31, 2004 and 2003 were $74.6 million and $70.0 million, respectively.

     As of July 31, 2004, we had an outstanding balance of $16.7 million under our revolving line of credit. On October 31, 2003, we had no outstanding balance. The effective average interest rates paid on the

13

URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Continued)

revolving line of credit during the three months ended July 31, 2004 and 2003 were approximately 4.8% and 5.8%, respectively. The effective average interest rates paid on the revolving line of credit during the nine months ended July 31, 2004 and 2003 were approximately 5.5% and 6.0%, respectively.

Other Indebtedness

     11½% Senior Notes. As of July 31, 2004 and October 31, 2003, we had outstanding amounts of $130 million and $200 million in 11½% notes due 2009, respectively. Interest is payable semi-annually in arrears on March 15 and September 15 of each year. These notes are subordinate to our Credit Facility and senior to our 12¼% notes and our 6½% debentures described below. During the third quarter of fiscal year 2004, we redeemed $70 million of the principal amount, at 111.5% of face value, using proceeds from our public common stock offering described in Note 8, “Common Stock.”

     12¼% Senior Subordinated Notes. As of July 31, 2004 and October 31, 2003, we had outstanding amounts of $20 million and $200 million in 12¼% notes due 2009, respectively. Interest is payable semi-annually in arrears on May 1 and November 1 of each year. These notes are subordinate to our Credit Facility and our 11½% notes. During the third quarter of fiscal year 2004, we redeemed $180 million of the principal amount, at 106.125% of face value, using proceeds from our public common stock offering described in Note 8, “Common Stock,” borrowings from our Credit Facility and cash on hand.

     8 5/8% Senior Subordinated Debentures (the “8 5/8% debentures”). On January 15, 2004, we retired the entire outstanding balance at October 31, 2003 of $6.5 million.

     6½% Convertible Subordinated Debentures. As of July 31, 2004 and October 31, 2003, we owed $1.8 million due 2012.

     Notes payable, foreign credit lines and other indebtedness. As of July 31, 2004 and October 31, 2003, we had outstanding amounts of $9.8 million and $10.9 million in notes payable and foreign lines of credit, respectively. Notes payable primarily include notes used as our financing vehicle to purchase office equipment, computer equipment and furniture. These notes have three-year to five-year terms with interest rates ranging from approximately 4% to 7%.

     We maintain foreign lines of credit, which are collateralized by the assets of our foreign subsidiaries. As of July 31, 2004 and October 31, 2003, we had $2.7 million and $2.8 million available under these foreign lines of credit, respectively.

Fair Value of Financial Instruments

     The fair values of the 11½% notes and the 12¼% notes will fluctuate depending on market conditions and our performance. The carrying values of the 11½% notes and the 12¼% notes may at times differ from fair values. As of July 31, 2004 and October 31, 2003, the total fair values of the 11½% notes and the 12¼% notes were approximately $167.5 million and $450.8 million, respectively.

14

URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Continued)

Costs incurred for extinguishment of debt

     As a result of the aforementioned redemptions of our 11½% notes and our 12¼% notes, we incurred $27.4 million in costs to extinguish this debt during the three and nine months ended July 31, 2004, as detailed below:

			12½%
	11½		Senior
	Senior Notes		Subordinated Notes		Total
	(In millions)
Write-off of pre-paid financing fees, debt issuance costs and discounts	$	5.2	$	3.1	$	8.3
Call premiums		8.1		11.0		19.1
Total	$	13.3	$	14.1	$	27.4

     The write-off of the pre-paid financing fees, debt issuance costs and discounts and the amounts paid for call premiums are included in the indirect, general and administrative expenses of our Consolidated Statements of Operations and Comprehensive Income.

NOTE 5. COMMITMENTS AND CONTINGENCIES

     We are involved in various legal proceedings that are pending against us and our subsidiaries alleging, among other things, breach of contract or tort in connection with the performance of professional services, the outcome of which cannot be predicted with certainty. Because of developments occurring during the quarter ended July 31, 2004, we are including information regarding the following proceedings in particular:

• Saudi Arabia: Prior to our acquisition of Lear Seigler Services, Inc. (“LSI”) in August 2002, LSI provided aircraft maintenance support services on F-5 aircraft under a contract with a Saudi Arabian government ministry (the “Ministry”). LSI’s performance under the contract was completed in November 2000, but since that time various claims have been made against LSI, including breach of a joint venture and other agreements, and the failure to pay rent and taxes. During the quarter ended July 31, 2004, an arbitration ruling by the International Chamber of Commerce (“ICC”) was issued against LSI that included a monetary award of $4.9 million to a joint venture partner (the “claimant”). During August 2004, the claimant filed an action in the United States District Court in Maryland to confirm and enforce the ICC award. We are contesting the confirmation and enforceability of portions of the award. In addition, during the quarter ended July 31, 2004, the Ministry directed payment of a performance bond issued in its favor under this contract in the amount of approximately $5.6 million. One of the conditions for closing out the contract and LSI’s obligations under the bond is the successful resolution of a pending tax assessment issued by the Saudi Arabian taxing authority assessing LSI approximately $5.1 million in taxes for the years 1999 through 2002. We disagree with the Saudi Arabian taxing authority’s assessment and are providing responses, additional information and documentation. The bank that received the demand for release of the bond has notified LSI that it expects to be repaid for the cost of the bond under a guarantee issued by LSI related to the bond. However, we have informed the bank that we believe the Ministry had no basis for seeking payment on the bond, and we believe we have no obligation to reimburse the bank if the bank should choose to voluntarily pay the Ministry.

15

URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Continued)

•

Lebanon: Prior to our acquisition of Dames and Moore Group, Inc., in 1999, which included Radian International, LLC, a wholly-owned subsidiary (“Radian”), Radian entered into a contract to provide environmental remediation to a Lebanese company involved in the development and reconstruction of the central district of Beirut. Various disputes have arisen under this contract, including an allegation by the customer that Radian breached the contract by, among other things, failing to reduce the level of chemical and biological constituents, including methane gas, at the project site to the contract level. The parties sought to resolve their disputes in an arbitration proceeding filed with the ICC. The customer is also seeking damages for delays of up to $8.5 million.

During July 2004, an ICC arbitration panel ruled against Radian and ordered Radian to prepare a plan to reduce the level of methane gas at the project site to the contract level, to pay approximately $2.4 million in attorney fees and other expenses to the customer, and authorized the customer to withhold program payments. The customer also drew on an $8.5 million bank guarantee and the bank has filed suit in Lebanon to recover this amount from Radian. We believe that Radian is not obligated under the bank guarantee and will vigorously defend this matter. Prior to entering into this contract, Radian obtained a project-specific, $50 million insurance policy with a $1 million deductible. We believe that this insurance policy will respond on our behalf to many of the claims described above. Additionally, the contract contains a $20 million limitation on damages.

     Currently, we have limits of $125 million per loss and $125 million in the aggregate annually for general liability, professional errors and omissions liability and contractor’s pollution liability insurance (in addition to the project-specific policy noted above and policies for other specific projects). These policies include self-insured claim retention amounts of $4 million, $5 million and $5 million, respectively. In some actions, parties are seeking damages, including punitive or treble damages that substantially exceed our insurance coverage or are not insured.

     Excess limits provided for these coverages are on a “claims made” basis, covering only claims actually made during the policy period currently in effect. Thus, if we do not continue to maintain these policies, we will have no coverage for claims made after the termination date – even for claims based on events that occurred during the term of coverage. We intend to maintain these policies; however, we may be unable to maintain existing coverage levels. We have maintained insurance without lapse for many years with limits in excess of losses sustained.

     Although the outcome of our legal proceedings cannot be predicted with certainty and no assurances can be provided, based on our previous experience in such matters, we do not believe that any of the legal proceedings described above, including those against LSI and Radian, individually or collectively, are likely to exceed established loss accruals or our insurance coverage and, therefore, we do not believe that they are likely to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

     As of July 31, 2004, we had the following guarantee obligations and commitments:

     We have guaranteed the credit facility of EC III, LLC, a 50%-owned, unconsolidated joint venture, in the event of a default by the joint venture. This joint venture was formed in the ordinary course of business to perform a contract for the federal government. The term of the guarantee is equal to the remaining term of the underlying debt, which is nineteen months. The maximum potential amount of future payments that we could be required to make under this guarantee at July 31, 2004, was $6.5 million.

16

URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Continued)

     We also maintain a variety of commercial commitments that are generally made to support provisions of our contracts. In addition, in the ordinary course of business we provide letters of credit to clients and others against advance payments and to support other business arrangements. We are required to reimburse the issuers of letters of credit for any payments they make under the letters of credit.

     From time to time, we may provide guarantees related to our services or work. If our services under a guaranteed project are later determined to have resulted in a material defect or other material deficiency, then we may be responsible for monetary damages or other legal remedies. When sufficient information about claims on guaranteed projects is available and monetary damages or other costs or losses are determined to be probable, we recognize such guarantee losses. Currently, we have no guarantee claims for which losses have been recognized.

NOTE 6. SEGMENT AND RELATED INFORMATION

     We operate our business through two segments: the URS Division and the EG&G Division. These two segments operate under separate management groups and produce discrete financial information. Their operating results also are reviewed separately by management. The information disclosed in our consolidated financial statements is based on the two segments that comprise our current organizational structure.

     The following table presents summarized financial information of our reportable segments. Included in the “Eliminations” column are elimination of inter-segment sales and elimination of investment in subsidiaries. We have reclassified our reporting segment information for the three-month and nine-month periods ended July 31, 2003 to conform to our presentation for fiscal year 2004.

	July 31, 2004
			Property
	Net		and
	Accounts		Equipment
	Receivable		at Cost, Net		Total Assets
	(In thousands)
URS Division	$	698,764	$	137,346	$	887,850
EG&G Division		199,904		6,204		224,326
		898,668		143,550		1,112,176
Corporate		—		3,469		1,683,031
Eliminations		—		—		(604,212	)
Total	$	898,668	$	147,019	$	2,190,995

	October 31, 2003
			Property
	Net		and
	Accounts		Equipment
	Receivable		at Cost, Net		Total Assets
	(In thousands)
URS Division	$	703,676	$	142,712	$	887,259
EG&G Division		182,491		6,255		202,476
		886,167		148,967		1,089,735
Corporate		—		1,586		1,678,548
Eliminations		—		—		(600,671	)
Total	$	886,167	$	150,553	$	2,167,612

17

URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Continued)

	Three Months Ended July 31,
	2004
				Operating			Depreciation
				Income			and
	Revenues			(Loss)			Amortization
	(In thousands)
URS Division	$	556,644		$	44,994		$	8,375
EG&G Division		283,183			16,522			1,360
Eliminations		(1,677	)		—			—
		838,150			61,516			9,735
Corporate		—			(37,455	)		118
Total	$	838,150		$	24,061		$	9,853

	Three Months Ended July 31,
	2003
			Operating			Depreciation
			Income			and
	Revenues		(Loss)			Amortization
	(In thousands)
URS Division	$	557,135	$	44,519		$	9,039
EG&G Division		220,910		13,768			1,394
		778,045		58,287			10,433
Corporate		—		(9,479	)		140
Total	$	778,045	$	48,808		$	10,573

	Nine Months Ended July 31,
	2004
				Operating			Depreciation
				Income			and
	Revenues			(Loss)			Amortization
	(In thousands)
URS Division	$	1,665,262		$	121,705		$	27,223
EG&G Division		811,920			41,557			3,991
Eliminations		(2,654	)		—			—
		2,474,528			163,262			31,214
Corporate		—			(54,501	)		259
Total	$	2,474,528		$	108,761		$	31,473

	Nine Months Ended July 31,
	2003
			Operating			Depreciation
			Income			and
	Revenues		(Loss)			Amortization
	(In thousands)
URS Division	$	1,672,300	$	120,168		$	27,801
EG&G Division		676,333		34,551			4,829
		2,348,633		154,719			32,630
Corporate		—		(27,476	)		380
Total	$	2,348,633	$	127,243		$	33,010

18

URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Continued)

     We define our segment operating income (loss) as total segment net income, before income tax and net interest expense. Our long-lived assets primarily consist of our property and equipment.

Geographic areas

     Our revenues by geographic areas are shown below:

	Three Months Ended July 31,						Nine Months Ended July 31,
	2004			2003			2004			2003
	(In thousands)
Revenues
United States	$	758,734		$	705,316		$	2,244,604		$	2,155,954
International		81,588			72,840			234,419			193,884
Eliminations		(2,172	)		(111	)		(4,495	)		(1,205	)
Total revenues	$	838,150		$	778,045		$	2,474,528		$	2,348,633

Major Customers

     For the three months and nine months ended July 31, 2004, we had multiple contracts with two major customers, who contributed more than ten percent of our total consolidated revenues, as listed below:

	URS Division		EG&G Division		Total
	(In millions)
Three months ended July 31, 2004
Department of the U.S. Army (1)	$	23.2	$	95.0	$	118.2
Department of the U.S. Air Force	$	16.8	$	58.2	$	75.0
Nine months ended July 31, 2004
Department of the U.S. Army (1)	$	68.1	$	349.2	$	417.3
Department of the U.S. Air Force	$	54.1	$	150.1	$	204.2

(1) Department of the U.S. Army includes the U.S. Army Corps of Engineers.

NOTE 7. RELATED PARTY TRANSACTIONS

     Some of our officers, directors and employees may have disposed of shares of our common stock, both in cashless transactions with us and in market transactions. These disposals occurred in connection with exercises of stock options, the vesting of restricted and deferred stock and the payment of withholding taxes due with respect to such exercises and vesting. These officers, directors and employees may continue to dispose of shares of our common stock in this manner and for similar purposes.

NOTE 8. COMMON STOCK

     During April 2004, we sold an aggregate of 8.1 million shares of our common stock through an underwritten public offering. The offering price of our common stock was $26.50 per share and the total offering proceeds to us were $204.3 million, net of underwriting discounts and commissions and other offering-related expenses of $10.5 million.

19

URS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED (Continued)

NOTE 9. GUARANTOR INFORMATION

     Substantially all of our domestic operating subsidiaries have guaranteed our obligations under our Credit Facility, our 12¼% notes and our 11½% notes (collectively, the “Notes”). Each of the subsidiary guarantors has fully and unconditionally guaranteed our obligations on a joint and several basis.

     Substantially all of our income and cash flows are generated by our subsidiaries. We have no operating assets or operations other than our investments in our subsidiaries. As a result, funds necessary to meet our debt service obligations are provided in large part by distributions or advances from our subsidiaries. Financial conditions and operating requirements of the subsidiary guarantors may limit our ability to obtain cash from our subsidiaries for the purposes of meeting our debt service obligations, including the payment of principal and interest on our Notes and our Credit Facility. In addition, although the terms of our Notes and our Credit Facility limit us and our subsidiary guarantors’ ability to place contractual restrictions on the flow of funds to us, legal restrictions, including local regulations, and contractual obligations associated with secured loans, such as equipment financings at the subsidiary level may restrict the subsidiary guarantors’ ability to pay dividends, or make loans or other distributions to us.

     The following pages contain: our condensed consolidating balance sheets as of July 31, 2004 and October 31, 2003; our condensed consolidating statements of operations and comprehensive income for the three and nine months ended July 31, 2004 and 2003; and our condensed consolidating statements of cash flows for the nine months ended July 31, 2004 and 2003. Elimination entries necessary to consolidate our subsidiaries are reflected in the eliminations column. Complete financial statements of our subsidiaries that guarantee our Credit Facility and our Notes would not provide additional material information that would be useful in assessing the financial condition of such subsidiaries.

20

URS CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
(In thousands)
(unaudited)

	As of July 31, 2004
							Subsidiary
				Subsidiary			Non-
	Parent			Guarantors			Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	16,037		$	14,356		$	8,081		$	—		$	38,474
Accounts receivable		—			466,671			75,819			—			542,490
Costs and accrued earnings in excess of billings on contracts in process		—			343,441			47,710			—			391,151
Less receivable allowance		—			(29,046	)		(5,927	)		—			(34,973	)
Net accounts receivable		—			781,066			117,602			—			898,668
Deferred income taxes		16,095			—			—			—			16,095
Prepaid expenses and other assets		7,065			14,681			2,221			—			23,967
Total current assets		39,197			810,103			127,904			—			977,204
Property and equipment at cost, net		3,469			130,445			13,105			—			147,019
Goodwill, net		1,004,680			—			—			—			1,004,680
Purchased intangible assets, net		9,031			—			—			—			9,031
Investment in subsidiaries		604,212			—			—			(604,212	)		—
Other assets		22,442			15,713			14,906			—			53,061
	$	1,683,031		$	956,261		$	155,915		$	(604,212	)	$	2,190,995
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt.	$	29,095		$	16,022		$	76		$	—		$	45,193
Accounts payable and subcontractor payable		(5,520	)		154,657			15,425			—			164,562
Accrued salaries and wages		3,667			129,686			16,431			—			149,784
Accrued expenses and other		31,260			36,971			5,635			—			73,866
Billings in excess of costs and accrued earnings on contracts in process		—			60,539			12,975			—			73,514
Total current liabilities		58,502			397,875			50,542			—			506,919
Long-term debt		492,660			29,872			136			—			522,668
Deferred income taxes		55,552			—			—			—			55,552
Deferred compensation and other		38,740			29,205			336			—			68,281
Total liabilities		645,454			456,952			51,014			—			1,153,420
Stockholders’ equity:
Total stockholders’ equity		1,037,577			499,309			104,901			(604,212	)		1,037,575
	$	1,683,031		$	956,261		$	155,915		$	(604,212	)	$	2,190,995

21

URS CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
(In thousands)

	As of October 31, 2003
						Subsidiary
			Subsidiary			Non-
	Parent		Guarantors			Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	9,099	$	2,315		$	4,094		$	—		$	15,508
Accounts receivable		—		457,837			67,766			—			525,603
Costs and accrued earnings in excess of billings on contracts in process		—		350,235			43,435			—			393,670
Less receivable allowance		—		(26,756	)		(6,350	)		—			(33,106	)
Net accounts receivable		—		781,316			104,851			—			886,167
Deferred income taxes		13,315		—			—			—			13,315
Prepaid expenses and other assets		8,637		17,469			(1,431	)		—			24,675
Total current assets		31,051		801,100			107,514			—			939,665
Property and equipment at cost, net		1,586		135,655			13,312			—			150,553
Goodwill, net		1,004,680		—			—			—			1,004,680
Purchased intangible assets, net		11,391		—			—			—			11,391
Investment in subsidiaries		600,671		—			—			(600,671	)		—
Other assets		29,169		17,651			14,503			—			61,323
	$	1,678,548	$	954,406		$	135,329		$	(600,671	)	$	2,167,612
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	7,060	$	16,814		$	11		$	—		$	23,885
Accounts payable and subcontractor payable		2,835		156,885			12,780			—			172,500
Accrued salaries and wages		1,804		110,583			13,387			—			125,774
Accrued expenses and other		53,147		27,365			6,362			—			86,874
Billings in excess of costs and accrued earnings on contracts in process		—		72,237			10,765			—			83,002
Total current liabilities		64,846		383,884			43,305			—			492,035
Long-term debt		755,798		32,515			395			—			788,708
Deferred income taxes		55,411		—			—			—			55,411
Deferred compensation and other		37,420		28,805			160			—			66,385
Total liabilities		913,475		445,204			43,860			—			1,402,539
Stockholders’ equity:
Total stockholders’ equity		765,073		509,202			91,469			(600,671	)		765,073
	$	1,678,548	$	954,406		$	135,329		$	(600,671	)	$	2,167,612

22

URS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands)
(unaudited)

	Three Months Ended July 31, 2004
						Subsidiary
				Subsidiary		Non-
	Parent			Guarantors		Guarantors		Eliminations			Consolidated
Revenues	$	—		$	758,734	$	81,588	$	(2,172	)	$	838,150
Direct operating expenses		—			485,359		46,194		(2,172	)		529,381
Gross profit		—			273,375		35,394		—			308,769
Indirect, general and administrative expenses		37,455			213,986		33,267		—			284,708
Operating income (loss)		(37,455	)		59,389		2,127		—			24,061
Interest expense, net		11,249			303		329		—			11,881
Income (loss) before taxes		(48,704	)		59,086		1,798		—			12,180
Income tax expense (benefit)		(19,481	)		23,641		720		—			4,880
Income (loss) before equity in net earnings of subsidiaries		(29,223	)		35,445		1,078		—			7,300
Equity in net earnings of subsidiaries		36,523			—		—		(36,523	)		—
Net income		7,300			35,445		1,078		(36,523	)		7,300
Other comprehensive income:
Foreign currency translation adjustment		—			—		280		—			280
Comprehensive income	$	7,300		$	35,445	$	1,358	$	(36,523	)	$	7,580

	Three Months Ended July 31, 2003
						Subsidiary
				Subsidiary		Non-
	Parent			Guarantors		Guarantors		Eliminations			Consolidated
Revenues	$	—		$	705,316	$	72,840	$	(111	)	$	778,045
Direct operating expenses		—			444,917		40,371		(111	)		485,177
Gross profit		—			260,399		32,469		—			292,868
Indirect, general and administrative expenses		9,479			202,474		32,107		—			244,060
Operating income (loss)		(9,479	)		57,925		362		—			48,808
Interest expense, net		19,661			590		81		—			20,332
Income (loss) before taxes		(29,140	)		57,335		281		—			28,476
Income tax expense (benefit)		(11,656	)		22,934		112		—			11,390
Income (loss) before equity in net earnings of subsidiaries		(17,484	)		34,401		169		—			17,086
Equity in net earnings of subsidiaries		34,570			—		—		(34,570	)		—
Net income		17,086			34,401		169		(34,570	)		17,086
Other comprehensive income:
Foreign currency translation adjustment		—			—		272		—			272
Comprehensive income	$	17,086		$	34,401	$	441	$	(34,570	)	$	17,358

23

URS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands)
(unaudited)

	Nine Months Ended July 31, 2004
						Subsidiary
				Subsidiary		Non-
	Parent			Guarantors		Guarantors		Eliminations			Consolidated
Revenues	$	—		$	2,244,604	$	234,419	$	(4,495	)	$	2,474,528
Direct operating expenses		—			1,435,494		128,560		(4,495	)		1,559,559
Gross profit		—			809,110		105,859		—			914,969
Indirect, general and administrative expenses		54,501			652,361		99,346		—			806,208
Operating income (loss)		(54,501	)		156,749		6,513		—			108,761
Interest expense, net		47,645			1,062		689		—			49,396
Income (loss) before taxes		(102,146	)		155,687		5,824		—			59,365
Income tax expense (benefit)		(40,859	)		62,279		2,330		—			23,750
Income (loss) before equity in net earnings of subsidiaries		(61,287	)		93,408		3,494		—			35,615
Equity in net earnings of subsidiaries		96,902			—		—		(96,902	)		—
Net income		35,615			93,408		3,494		(96,902	)		35,615
Other comprehensive income:
Foreign currency translation adjustment		—			—		1,543		—			1,543
Comprehensive income	$	35,615		$	93,408	$	5,037	$	(96,902	)	$	37,158

	Nine Months Ended July 31, 2003
						Subsidiary
				Subsidiary		Non-
	Parent			Guarantors		Guarantors		Eliminations			Consolidated
Revenues	$	—		$	2,155,954	$	193,884	$	(1,205	)	$	2,348,633
Direct operating expenses		—			1,376,538		106,007		(1,205	)		1,481,340
Gross profit		—			779,416		87,877		—			867,293
Indirect, general and administrative expenses		27,476			630,780		81,794		—			740,050
Operating income (loss)		(27,476	)		148,636		6,083		—			127,243
Interest expense, net		60,943			1,891		79		—			62,913
Income (loss) before taxes		(88,419	)		146,745		6,004		—			64,330
Income tax expense (benefit)		(35,367	)		58,697		2,400		—			25,730
Income (loss) before equity in net earnings of subsidiaries		(53,052	)		88,048		3,604		—			38,600
Equity in net earnings of subsidiaries		91,652			—		—		(91,652	)		—
Net income		38,600			88,048		3,604		(91,652	)		38,600
Other comprehensive income:
Foreign currency translation adjustment		—			—		3,178		—			3,178
Comprehensive income	$	38,600		$	88,048	$	6,782	$	(91,652	)	$	41,778

24

URS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(In thousands)
(unaudited)

	Nine Months Ended July 31, 2004
							Subsidiary
				Subsidiary			Non-
	Parent			Guarantors			Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	35,615		$	93,408		$	3,494		$	(96,902	)	$	35,615
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		259			28,061			3,153			—			31,473
Amortization of financing fees		5,304			—			—			—			5,304
Costs incurred for extinguishment of debt		27,393			—			—			—			27,393
Provision for doubtful accounts		—			8,525			1,200			—			9,725
Deferred income taxes		(2,639	)		—			—			—			(2,639	)
Stock compensation		2,076			—			—			—			2,076
Tax benefit of stock options		3,970			—			—			—			3,970
Equity in net earnings of subsidiaries		(96,902	)		—			—			96,902			—
Changes in current assets and liabilities:
Accounts receivable and costs and accrued earnings in excess of billings on contracts in process		—			(8,277	)		(13,949	)		—			(22,226	)
Prepaid expenses and other assets		355			2,789			(3,652	)		—			(508	)
Accounts payable, accrued salaries and wages and accrued expenses		68,890			(79,168	)		14,263			(907	)		3,078
Billings in excess of costs and accrued earnings on contracts in process		—			(11,699	)		2,211			—			(9,488	)
Deferred compensation and other		1,320			401			175			—			1,896
Other, net		(962	)		1,937			(405	)		907			1,477
Total adjustments and changes		9,064			(57,431	)		2,996			96,902			51,531
Net cash provided by operating activities		44,679			35,977			6,490			—			87,146
Cash flows from investing activities:
Capital expenditures		(1,195	)		(12,129	)		(2,361	)		—			(15,685	)
Net cash used by investing activities		(1,195	)		(12,129	)		(2,361	)		—			(15,685	)
Cash flows from financing activities:
Long-term debt principal payments		(285,452	)		(2,515	)		—			—			(287,967	)
Long-term debt borrowings		25,000			1,494			—			—			26,494
Net borrowings under the line of credit		16,714			—			—			—			16,714
Capital lease obligation payments		(129	)		(10,754	)		(282	)		—			(11,165	)
Short-term note borrowings		—			—			1,540			—			1,540
Short-term note payments		(99	)		(32	)		(1,400	)		—			(1,531	)
Proceeds from common stock offering, net of related expenses		204,286			—			—			—			204,286
Proceeds from sale of common shares from employee stock purchase plan and exercise of stock options		25,009			—			—			—			25,009
Call premiums paid for debt extinguishment		(19,075	)		—			—			—			(19,075	)
Payment for financing fees		(2,800	)		—			—			—			(2,800	)
Net cash used by financing activities		(36,546	)		(11,807	)		(142	)		—			(48,495	)
Net increase in cash		6,938			12,041			3,987			—			22,966
Cash and cash equivalents at beginning of year		9,099			2,315			4,094			—			15,508
Cash and cash equivalents at end of year	$	16,037		$	14,356		$	8,081		$	—		$	38,474

25

URS CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
(In thousands)
(unaudited)

	Nine Months Ended July 31, 2003
							Subsidiary
				Subsidiary			Non-
	Parent			Guarantors			Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	38,600		$	88,048		$	3,604		$	(91,652	)	$	38,600
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		380			30,083			2,547			—			33,010
Amortization of financing fees		5,553			—			—			—			5,553
Provision for doubtful accounts		—			4,214			248			—			4,462
Deferred income taxes		(1,000	)		—			—			—			(1,000	)
Stock compensation		3,665			—			—			—			3,665
Tax benefit of stock options		161			—			—			—			161
Equity in net earnings of subsidiaries		(91,652	)		—			—			91,652			—
Changes in current assets and liabilities:
Accounts receivable and costs and accrued earnings in excess of billings on contracts in process		—			70,178			(3,850	)		—			66,328
Prepaid expenses and other assets		(1,846	)		(2,614	)		258			—			(4,202	)
Accounts payable, accrued salaries and wages and accrued expenses		157,911			(182,821	)		2,317			(3,228	)		(25,821	)
Billings in excess of costs and accrued earnings on contracts in process		—			4,402			1,559			—			5,961
Deferred compensation and other		1,697			—			901			—			2,598
Other, net		(9,188	)		11,431			(291	)		3,228			5,180
Total adjustments and changes		65,681			(65,127	)		3,689			91,652			95,895
Net cash provided by operating activities		104,281			22,921			7,293			—			134,495
Cash flows from investing activities:
Capital expenditures		(313	)		(10,856	)		(3,138	)		—			(14,307	)
Net cash used by investing activities		(313	)		(10,856	)		(3,138	)		—			(14,307	)
Cash flows from financing activities:
Long-term debt principal payments		(82,776	)		(195	)		—			—			(82,971	)
Long-term debt borrowings		—			104			—			—			104
Net payments under the line of credit		(27,259	)		—			—			—			(27,259	)
Capital lease obligation payments		(10	)		(13,121	)		(235	)		—			(13,366	)
Short-term note borrowings		—			31			1,180			—			1,211
Short-term note payments		(60	)		(25	)		(1,300	)		—			(1,385	)
Proceeds from sale of common shares from employee stock purchase plan and exercise of stock options		9,053			—			—			—			9,053
Net cash used by financing activities		(101,052	)		(13,206	)		(355	)		—			(114,613	)
Net increase (decrease) in cash		2,916			(1,141	)		3,800			—			5,575
Cash and cash equivalents at beginning of year		(4,000	)		8,222			5,750			—			9,972
Cash and cash equivalents at end of year	$	(1,084	)	$	7,081		$	9,550		$	—		$	15,547

26

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Our fiscal year ends on October 31. The following discussion contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those described here. You should read this discussion in conjunction with: the section, “Risk Factors That Could Affect Our Financial Condition and Results of Operations,” beginning on page 42 and the consolidated financial statements and notes thereto contained in Item 1, “Consolidated Financial Statements;” the footnotes to this report for the nine months ended July 31, 2004; and the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2003, which was previously filed with the Securities and Exchange Commission.

OVERVIEW

     We are one of the world’s largest engineering design services firms and a leading federal government contractor for operations and maintenance services. Our business focuses primarily on providing fee-based professional and technical services in the engineering and construction services market, although we perform some limited construction work. As a service company, we are labor and not capital intensive. We derive income from our ability to generate revenues and collect cash from our clients through the billing of our employees’ time and our ability to manage our costs. We operate our business through two segments: the URS Division and the EG&G Division.

     Our revenues are driven by our ability to attract qualified and productive employees, identify business opportunities, allocate our labor resources to profitable markets, secure new contracts, renew existing client agreements and provide outstanding services. Moreover, as a professional services company, the quality of the work generated by our employees is integral to our revenue generation.

     Our costs are driven primarily by the compensation we pay to our employees, the cost of hiring subcontractors and other project-related expenses and administrative, marketing, sales, bid and proposal, rental and other overhead costs.

     Revenues from our federal government clients for the third quarter of fiscal year 2004 increased approximately 21% compared with the same period last year. This increase reflects growth in the services we provided to our federal government clients, as we continued to be affected by positive trends in military spending on engineering and technical services and operations and maintenance activities. Although primarily performed in the United States, the increased revenues in defense projects were largely driven by military activities in the Middle East. In addition, we continue to benefit from spending on homeland security projects and increased task orders issued under indefinite delivery contracts (“IDCs”) for the federal government for facilities and environmental projects.

     Revenues from our state and local government clients for the third quarter of fiscal year 2004 decreased approximately 5% compared with the same period last year. Although state and local governments are gradually recovering from the budget difficulties they have been experiencing over the past two years and selected pockets of growth are emerging, budget constraints continue to limit project expenditures. We have been successful in shifting resources from weaker portions of this market, such as surface transportation, to areas that are stable or growing, such as K-12 schools, water/wastewater facilities and air transportation projects.

     Revenues from our domestic private industry clients for the third quarter of fiscal year 2004 decreased approximately 7% compared with the same period last year. Although we saw some indications of recovery in capital spending by some of our domestic private industry clients, many of our clients remained cautious. At the same time, over the past several years we have won a number of Master Service Agreement contracts with major domestic private industry clients and revenues from these contracts have helped to offset the decline in revenues in this part of the business.

27

     Revenues from our international clients for the third quarter of fiscal year 2004 increased approximately 12% compared with the same period last year. Approximately 5% of the increase was due to foreign currency exchange fluctuations and approximately 7% was due to growth in our businesses, primarily surface and air transportation projects in Australia and New Zealand, and facilities and environmental projects in Europe.

     We expect revenue growth from our federal government clients to continue through the remainder of fiscal year 2004, based on increased defense spending, and increased work under existing contracts resulting from an overall increase in military activity. In the state and local government sector, we are beginning to see some signs of recovery in the Southeast, mid-Atlantic and Northeast regions. However, many states continue to experience budget constraints, and we do not expect revenue growth in the state and local government sector for the remainder of fiscal year 2004. We also expect that revenues from our domestic private industry clients will continue to be affected by constrained levels of capital spending, particularly in the manufacturing and chemical industries, and we do not expect revenue growth in this market for the remainder of the 2004 fiscal year. Excluding the effect of foreign currency fluctuations, we expect continued revenue growth in our international business due to growth in surface transportation, facilities and environmental projects in our Asia Pacific and European regions for the remainder of fiscal year 2004.

     Our cash flows continue to be strong as we generated $87.1 million in net cash provided by operating activities for the nine months ended July 31, 2004.

     In April 2004, we completed a public stock offering by selling 8.1 million shares of our common stock at $26.50 per share, resulting in net proceeds after underwriting discounts and commissions of $204.3 million. We used the proceeds from this public stock offering plus borrowings under our Senior Secured Credit Facility (“Credit Facility”) and cash on hand to redeem $250.0 million of our 11½% notes and 12¼% notes and to pay $19.1 million in related call premiums during the quarter. As a result of the redemptions, we recognized a pre-tax charge of $27.4 million during the quarter consisting of the write-off of $8.3 million in unamortized financing fees, issuance costs and debt discounts and payments totaling $19.1 million for call premiums. We anticipate making additional redemptions of our debt by using cash generated from operations during the remainder of the 2004 fiscal year.

     By issuing common stock and redeeming a portion of our long-term debt, we reduced our debt to total capitalization ratio (total debt divided by the sum of debt, preferred stock and total stockholders’ equity) from 52% at October 31, 2003 to 35% at July 31, 2004. (See “Consolidated Statements of Cash Flows” to our “Consolidated Financial Statements” included under Item 1 of this report.)

28

RESULTS OF OPERATIONS

Consolidated

	Three Months Ended July 31,
					Increase			Percentage
					(decrease)			increase
					2004			(decrease)
	2004		2003		vs 2003			2004 vs 2003
	(In millions, except percentage)
Revenues	$	838.2	$	778.0	$	60.2			7.7	%
Direct operating expenses		529.4		485.2		44.2			9.1	%
Gross profit		308.8		292.8		16.0			5.5	%
Indirect, general and administrative expenses		284.7		244.0		40.7			16.7	%
Operating income		24.1		48.8		(24.7	)		(50.6	%)
Interest expense, net		11.9		20.3		(8.4	)		(41.4	%)
Income before taxes		12.2		28.5		(16.3	)		(57.2	%)
Income tax expense		4.9		11.4		(6.5	)		(57.0	%)
Net income	$	7.3	$	17.1	$	(9.8	)		(57.3	%)
Diluted net income per common share	$	.17	$	.52	$	(0.35	)		(67.3	%)

Three months ended July 31, 2004 compared with July 31, 2003

     Our consolidated revenues for the three months ended July 31, 2004 increased by 7.7% compared with the same period last year. As discussed in more detail below, the increase in revenues was primarily due to a higher volume of work from our federal government clients. This increase was partially offset by a decrease in revenues from our state and local government and domestic private industry clients. The following table presents our consolidated revenues by client type for the three months ended July 31, 2004 and July 31, 2003.

	Three Months Ended July 31,
					Increase			Percentage
					(decrease)			increase
					2004			(decrease)
	2004		2003		vs 2003			2004 vs 2003
	(In millions, except percentage)
Revenues
Federal government clients	$	408	$	336	$	72			21	%
State and local government clients		161		169		(8	)		(5	%)
Domestic private industry clients		187		200		(13	)		(7	%)
International clients		82		73		9			12	%
Total Revenues	$	838	$	778	$	60			8	%

     Revenues from our federal government clients for the three months ended July 31, 2004 increased by 21% compared with the same period last year. This increase was driven by the overall growth in defense- related work, including operations and maintenance and homeland security projects. In addition, due to increased military activity, our work volume increased under existing outsourcing contracts to provide engineering and technical services to refurbish and upgrade military equipment and systems. We also continued to benefit from increased task orders issued under IDCs for the federal government for facilities and environmental projects.

29

     The majority of our work in the state and local government, the domestic private industry and the international sectors is derived from our URS Division. To eliminate redundancies, a complete discussion of the factors and activities in these sectors for the three months and the nine months ended July 31, 2004 can be found beginning on pages 33 and 35, respectively.

     Our consolidated direct operating expenses for the three months ended July 31, 2004, which consist of direct labor, subcontractor costs and other direct expenses, increased by 9.1% compared with the same period last year. Our increased revenues drove an increase in our direct operating expenses. In addition, a greater volume of work on existing contracts with lower profit margins caused direct operating expenses to increase faster than revenues.

     Our consolidated gross profit for the three months ended July 31, 2004 increased by 5.5% compared with the same period last year, primarily due to the increase of our revenue volume described previously. The increase in gross profit was offset by the greater volume of work on existing contracts with lower profit margins.

     Our consolidated indirect, general and administrative (“IG&A”) expenses for the three months ended July 31, 2004 increased by 16.7% compared with the same period last year. The increase was due to increases of $13.7 million in employee benefits costs resulting from higher healthcare costs, $3.9 million in sales and business development expenses and $27.4 million of costs incurred for extinguishment of debt. These increases were partially offset by a decrease of $2.4 million in services provided by outside consultants and vendors.

     Our consolidated net interest expense for the three months ended July 31, 2004 decreased due to repayments of our long-term debt.

     Our effective income tax rates for the three months ended July 31, 2004 and 2003 were both 40%.

     Our consolidated operating income, net income and earnings per share are based on GAAP computed amounts resulting from our revenues and direct and indirect costs as previously described.

Nine months ended July 31, 2004 compared with July 31, 2003

	Nine Months Ended July 31,
					Increase			Percentage
					(decrease)			increase
	2004		2003		2004 vs 2003			2004 vs 2003
	(In millions, except percentage)
Revenues	$	2,474.5	$	2,348.6	$	125.9			5.4	%
Direct operating expenses		1,559.5		1,481.3		78.2			5.3	%
Gross profit		915.0		867.3		47.7			5.5	%
Indirect, general and administrative expenses		806.2		740.1		66.1			8.9	%
Operating income		108.8		127.2		(18.4	)		(14.5	%)
Interest expense, net		49.4		62.9		(13.5	)		(21.5	%)
Income before taxes		59.4		64.3		(4.9	)		(7.6	%)
Income tax expense		23.8		25.7		(1.9	)		(7.4	%)
Net income	$	35.6	$	38.6	$	(3.0	)		(7.8	%)
Diluted net income per common share	$	.91	$	1.18	$	0.27			(22.9	%)

     Our consolidated revenues for the nine months ended July 31, 2004 increased 5.4% compared with the same period last year. The increase in revenues was primarily due to a higher volume of work for our federal government clients, including increased work on operations and maintenance, environmental and

30

facilities, and Research, Development, Test and Evaluation projects. This increase was partially offset by a decrease in revenues from our state and local government and domestic private industry clients. While we continue to see improvements in the state and local government budget situation, many state agencies are still recovering from last year’s budget crisis and are delaying the start of projects. Revenues from our domestic private industry clients continue to be affected by reduced levels of capital spending and cost-cutting measures. However, the revenue decline in this sector has been partially offset by the increased activity under our growing number of Master Service Agreements with large domestic private industry clients as well as increased work in emissions control projects. There was also an increase in our international revenues, resulting from foreign currency exchange fluctuations, growth in our surface and air transportation businesses in Australia and New Zealand, and growth in our facilities and environmental projects in Europe.

     The following table presents our consolidated revenues by client types for the nine months ended July 31, 2004 and July 31, 2003.

	Nine Months Ended July 31,
					Increase			Percentage
					(decrease)			increase (decrease)
	2004		2003		2004 vs 2003			2004 vs 2003
	(In millions, except percentage)
Revenues
Federal government clients	$	1,176	$	1,020	$	156			15	%
State and local government clients		481		489		(8	)		(2	%)
Domestic private industry clients		583		646		(63	)		(10	%)
International clients		235		194		41			21	%
Total Revenues	$	2,475	$	2,349	$	126			5	%

     Our consolidated direct operating expenses for the nine months ended July 31, 2004, which consist of direct labor, subcontractor costs and other direct expenses, increased by 5.3% compared with the same period last year. Our increased revenues drove a corresponding increase in our direct operating expenses.

     Our consolidated gross profit for the nine months ended July 31, 2004 increased by 5.5% compared with the same period last year, reflecting the increase of our revenue volume described previously.

     Our consolidated IG&A expenses for the nine months ended July 31, 2004 increased by 8.9% compared with the same period last year. Part of the increase in IG&A expenses was due to a $25.4 million increase in employee benefits costs resulting primarily from higher healthcare costs. The remaining difference was primarily due to increases of $8.0 million in sales and business development expenses, $27.4 million in costs incurred for extinguishment of debt and $5.3 million in bad debt expense. In addition, we incurred $10.0 million of administrative program support and other general and administrative costs resulting from a higher business volume in the EG&G Division. These increases were partially offset by decreases in several items, primarily a $6.6 million decrease in indirect labor resulting from an increase in labor hours chargeable to contracts.

     Our consolidated net interest expense for the nine months ended July 31, 2004 decreased due to repayments of our long-term debt.

     Our effective income tax rates for the nine months ended July 31, 2004 and 2003 were both approximately 40%.

     Our consolidated operating income, net income and earnings per share are based on GAAP computed amounts resulting from our revenues and direct and indirect costs as previously described.

     Our consolidated backlog of signed contracts was $3,692.1 million at July 31, 2004, as compared with $3,661.8 million at October 31, 2003.

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Reporting Segments

Three months ended July 31, 2004 compared with July 31, 2003

				Direct					Indirect,		Operating
				Operating					General and		Income
	Revenues			Expenses			Gross Profit		Administrative		(Loss)
	(In millions)
Three months ended July 31, 2004
URS Division	$	556.6		$	325.3		$	231.3	$	186.3	$	45.0
EG&G Division		283.2			205.7			77.5		61.0		16.5
Eliminations		(1.6	)		(1.6	)		—		—		—
		838.2			529.4			308.8		247.3		61.5
Corporate		—			—			—		37.4		(37.4	)
Total	$	838.2		$	529.4		$	308.8	$	284.7	$	24.1
Three months ended July 31, 2003
URS Division	$	557.1		$	333.0		$	224.1	$	179.6	$	44.5
EG&G Division		220.9			152.2			68.7		54.9		13.8
Corporate		—			—			—		9.5		(9.5	)
Total	$	778.0		$	485.2		$	292.8	$	244.0	$	48.8
Increase (decrease) for three months ended July 31, 2004 vs 2003
URS Division	$	(0.5	)	$	(7.7	)	$	7.2	$	6.7	$	0.5
EG&G Division		62.3			53.5			8.8		6.1		2.7
Eliminations		(1.6	)		(1.6	)		—		—		—
		60.2			44.2			16.0		12.8		3.2
Corporate		—			—			—		27.9		(27.9	)
Total	$	60.2		$	44.2		$	16.0	$	40.7	$	(24.7	)

URS Division

     The URS Division’s revenues for the three months ended July 31, 2004 decreased slightly compared with the same period last year. This decrease was due to a decline in revenues from our state and local government and domestic private industry clients. These declines were partially offset by a higher volume of work from our federal government clients and growth in our international businesses.

     The following table presents the URS Division’s revenues by client type for the three months ended July 31, 2004 and July 31, 2003.

	Three Months Ended July 31,
								Percentage
					Increase			increase
					(decrease)			(decrease)
	2004		2003		2004 vs 2003			2004 vs 2003
	(In millions, except percentage)
Revenues
Federal government clients	$	125	$	115	$	10			9	%
State and local government clients		161		169		(8	)		(5	%)
Domestic private industry clients		187		200		(13	)		(7	%)
International clients		82		73		9			12	%
Total revenues	$	555	$	557	$	(2	)		0	%

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     Revenues from our federal government clients in the URS Division for the three months ended July 31, 2004 increased by 9% compared with the same period last year. This increase was driven by growth in our environmental and facilities projects for federal clients. Revenues from homeland security projects also contributed to this growth as we continued to provide a range of engineering services to the Department of Homeland Security (DHS). This work includes designs to help protect federal facilities from terrorists as well as disaster recovery services for the Federal Emergency Management Agency, which is now a part of DHS.

     Revenues from our state and local government clients for the three months ended July 31, 2004 decreased by approximately 5% compared with the same period last year. In general, the state budget situation slowly improved with selected pockets of growth in the Southeast, Mid-Atlantic and Northeast regions. The recovery remained uneven, however, and budget constraints continued to limit project expenditures in many states, resulting in delays in the planning, design and construction of some projects. In addition, the continuing delay in the passage of the successor bill to the Transportation Equity Act for the 21^st Century (“TEA-21”) contributed to the delay of several major transportation projects. However, we continued to benefit from our successful strategy to shift resources away from surface transportation projects to other portions of the state and local government market – such as K-12 schools, water/wastewater and air transportation – where funding is more stable or growing.

     Revenues from our domestic private industry clients for the three months ended July 31, 2004 decreased by approximately 7% compared with the same period last year. Although we saw some indications of recovery in capital spending by our domestic private industry clients, many of our clients, particularly in the manufacturing and chemical industries, remained cautious. However, our strategic focus of the past several years to win Master Service Agreement contracts with major domestic private industry clients in the pharmaceutical, automotive, oil and gas, and power sectors helped to offset the decline in revenues in this part of the business. We also benefited from stricter air pollution control limits under the Clean Air Act, which has resulted in increased revenues from emissions control projects at power plants.

     Revenues from our international clients for the three months ended July 31, 2004 increased by 12% compared with the same period last year. Approximately 5% of the increase was due to foreign currency exchange fluctuations and 7% was due to growth in our Asia Pacific and European regions. The revenue growth in the Asia Pacific region was due to increases in surface and air transportation projects in Australia and New Zealand, driven in part by improvements in the respective country’s economies. The revenue growth in Europe was due to increases in facilities and environmental projects.

     The URS Division’s direct operating expenses for the three months ended July 31, 2004 decreased by 2.3% compared with the same period last year. This decrease was due to a decrease of $13.7 million in total subcontractor and other direct costs, which are comprised of travel, supplies and other incidental project costs, offset by an increase in direct labor of $6.0 million.

     The URS Division’s gross profit for the three months ended July 31, 2004 increased by 3.2% compared with the same period last year. Our gross profit margin percentage increased to 41.6% from 40.2% for the three months ended July 31, 2004 and 2003, respectively. Our gross profit margin percentage increased primarily because our direct labor costs, which generally bear higher profit margins than our subcontractor costs and other direct expenses, accounted for a higher percentage of our total direct operating expenses during the three months ended July 31, 2004 (47.0%), compared with the three months ended July 31, 2003 (44.2%).

     The URS Division’s IG&A expenses for the three months ended July 31, 2004 increased by 3.7% compared with the same period last year. This increase was due to increases of $9.2 million in employee benefits costs resulting primarily from higher healthcare costs and $4.5 million in sales and business development expenses. These increases were offset by decreases in several items, including $2.2 million in services provided by outside consultants and vendors, $1.5 million in legal expenses, $1.7 million in bad debt expense and $2.1 million in other miscellaneous general and administrative expenses.

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EG&G Division

     The EG&G Division’s revenues for the three months ended July 31, 2004 grew by 28.2% compared with the same period last year. This increase was driven by overall growth in defense-related work, including operations and maintenance and homeland security projects. In addition, due to increased military activity, our work under existing outsourcing contracts to provide engineering and technical services to refurbish and upgrade military equipment and systems increased. This work involved improvements to communications equipment, weapons systems, and engines on aircraft and ground vehicles such as tanks, high-mobility multipurpose wheeled vehicles and various armored personnel carriers. Homeland security revenues remained strong, with increased work in the design, development and conduct of security preparedness exercises around the country.

     The EG&G Division’s direct operating expenses for the three months ended July 31, 2004 increased by 35.2% compared with the same period last year. Our increased revenues drove an increase in our direct operating expenses. In addition, a greater volume of work on existing contracts with lower profit margins caused direct operating expenses to increase faster than revenues.

     The EG&G Division’s gross profit for the three months ended July 31, 2004 increased by 12.8% compared with the same period last year. The increase in gross profit was primarily due to increased revenues from existing defense technical services and military equipment maintenance contracts; however, gross profit grew at a slower rate than revenue because the contracts that generated most of the increase in revenue generated lower gross profit compared to our total existing contract base.

     The EG&G Division’s IG&A expenses for the three months ended July 31, 2004 increased by 11.1% compared with the same period last year. The increase in indirect expenses was primarily due to a higher business volume. The EG&G Division’s indirect expenses are generally variable in nature, and as such, any increase in business volume tends to result in an increase in indirect expenses. Employee benefits costs increased by approximately $4.9 million and other employee-related expenses, such as travel and recruiting expenses, increased by $1.4 million due to a higher employee headcount as a result of an increase in work volume. Indirect expenses as a percentage of revenues decreased to 21.5% from 24.9% for the three months ended July 31, 2004 and 2003, respectively due to the increase in our revenues compared with the same period last year.

Nine months ended July 31, 2004 compared with July 31, 2003

				Direct					Indirect,		Operating
				Operating			Gross		General and		Income
	Revenues			Expenses			Profit		Administrative		(Loss)
	(In millions)
Nine months ended July 31, 2004
URS Division	$	1,665.3		$	978.5		$	686.8	$	565.1	$	121.7
EG&G Division		811.9			583.7			228.2		186.6		41.6
Eliminations		(2.7	)		(2.7	)		—		—		—
		2,474.5			1,559.5			915.0		751.7		163.3
Corporate		—			—			—		54.5		(54.5	)
Total	$	2,474.5		$	1,559.5		$	915.0	$	806.2	$	108.8
Nine months ended July 31, 2003
URS Division	$	1,672.3		$	1,005.1		$	667.2	$	547.0	$	120.2
EG&G Division		676.3			476.2			200.1		165.6		34.5
Corporate		—			—			—		27.5		(27.5	)
Total	$	2,348.6		$	1,481.3		$	867.3	$	740.1	$	127.2

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				Direct					Indirect,
				Operating			Gross		General and		Operating
	Revenues			Expenses			Profit		Administrative		Income (Loss)
	(In millions)
Increase (decrease) for nine months ended July 31, 2004 vs 2003
URS Division	$	(7.0	)	$	(26.6	)	$	19.6	$	18.1	$	1.5
EG&G Division		135.6			107.5			28.1		21.0		7.1
Eliminations		(2.7	)		(2.7	)		—		—		—
		125.9			78.2			47.7		39.1		8.6
Corporate		—			—			—		27.0		(27.0	)
Total	$	125.9		$	78.2		$	47.7	$	66.1	$	(18.4	)

URS Division

     The URS Division’s revenues for the nine months ended July 31, 2004 decreased by less than 1% compared with the same period last year. This decrease was mainly due to decreases in revenues from our state and local government and domestic private industry clients, partially offset by revenue growth from our federal government clients, the effect of foreign currency exchange fluctuations and revenue growth from our international business.

     The following table presents the URS Division’s revenues by client types for the nine months ended July 31, 2004 and July 31, 2003.

	Nine Months Ended July 31,
					Increase			Percentage
					(decrease)			increase
					2004			(decrease)
	2004		2003		vs 2003			2004 vs 2003
	(In millions, except percentage)
Revenues
Federal government clients	$	365	$	344	$	21			6	%
State and local government clients		481		489		(8	)		(2	%)
Domestic private industry clients		583		646		(63	)		(10	%)
International clients		235		194		41			21	%
Total revenues	$	1,664	$	1,673	$	(9	)		(1	%)

     Revenues from our federal government clients in the URS Division for the nine months ended July 31, 2004 increased 6% compared with the same period last year. This increase was driven by our growth in homeland security and environmental and facilities projects. The growth in these projects was driven by various factors, as discussed above.

     Revenues from our state and local government clients for the nine months ended July 31, 2004 decreased by 2% compared with the same period last year. In general, the state budget situation slowly improved with selected pockets of growth in the Southeast, Mid-Atlantic and Northeast regions. The recovery remained uneven, however, and budget constraints continued to limit project expenditures in many states, resulting in delays in the planning, design and construction of some projects. In addition, the continuing delay in the passage of the successor bill to TEA -21 contributed to the delay of several major transportation projects. We continued to benefit, however, from our successful strategy to shift resources away from surface transportation projects to other portions of the state and local government market – such as K-12 schools, water/wastewater and air transportation – where funding is more stable or growing.

     Revenues from our domestic private industry clients for the first nine months of fiscal year 2004 decreased by 10% compared with the same period last year. Although we saw some indications of recovery

35

in capital spending by our domestic private industry clients, many of our clients, particularly in the manufacturing and chemical industries, remained cautious. However, our strategic focus of the past several years to win Master Service Agreement contracts with major domestic private industry clients in the pharmaceutical, automotive, oil and gas, and power sectors helped to offset the decline in revenues in this part of the business. We also benefited from stricter air pollution control limits under the Clean Air Act, which has resulted in increased revenues from emissions control projects at power plants.

     Revenues from our international clients for the first nine months of fiscal year 2004 increased 21% compared with the same period last year. Approximately 12% of the increase was due to foreign currency exchange fluctuations and 9% was due to growth in our Asia Pacific and European regions. The revenue growth in the Asia Pacific region was due to increases in surface and air transportation projects in Australia and New Zealand, driven by the improvements in the respectively country’s economies. The revenue growth in Europe was due to increases in facilities and environmental projects.

     The URS Division’s direct operating expenses for the nine months ended July 31, 2004 decreased by 2.6% compared with the same period last year. This decrease was due to a decrease of $43.0 million in total subcontractor and other direct costs, which are comprised of travel, supplies and other incidental project costs, offset by an increase in direct labor of $16.4 million.

     The URS Division’s gross profit for the nine months ended July 31, 2004 increased by 2.9% compared with the same period last year. Our gross profit margin percentage also increased from 39.9% during the nine months ended July 31, 2003 to 41.2% for the nine months ended July 31, 2004. Our gross profit margin percentage increased primarily because our direct labor costs, which generally bear higher profit margins than our subcontractor costs and other direct expenses, accounted for a higher percentage of our total direct operating expenses during the nine months ended July 31, 2004 (46.3%), compared with the nine months ended July 31, 2003 (43.4%).

     The URS Division’s IG&A expenses for the nine months ended July 31, 2004 increased by 3.3% compared with same period last year. This increase was due to increases of $17.0 million in employee benefits costs resulting primarily from higher healthcare costs, $9.0 million in sales and business development expense resulting from increased sales and proposal activities, and $4.0 million in bad debt expense. These increases were offset by decreases in several items, including $2.8 million in utilities, $2.8 million in legal expenses, $1.6 million in services provided by outside consultants and vendors, and $3.2 million in indirect labor resulting from an increase in labor hours chargeable to contracts.

EG&G Division

     The EG&G Division’s revenues for the nine months ended July 31, 2004 increased by 20.1% compared with the same period last year. This increase was driven by overall growth in defense-related work, including operations and maintenance and homeland security projects. In addition, due to increased military activity, our work under existing outsourcing contracts to provide engineering and technical services to refurbish and upgrade military equipment and systems increased. Homeland security revenues remained strong, with increased work in the design, development and conduct of security preparedness exercises around the country.

     The EG&G Division’s direct operating expenses for the nine months ended July 31, 2004 increased by 22.6% compared with the same period last year. Our increased revenues drove an increase in our direct operating expenses. In addition, a greater volume of work on existing contracts with lower profit margins caused direct operating expenses to increase faster than revenues.

     The EG&G Division’s gross profit for the nine months ended July 31, 2004 increased by 14.0%, compared with the same period last year. The increase in gross profit was primarily due to increased revenues from existing defense technical services and military equipment maintenance contracts; however, gross profit grew at a slower rate than revenue because the contracts that generated most of the increase in revenue generated lower gross profit compared to our total existing contract base.

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     The EG&G Division’s IG&A expenses for the nine months ended July 31, 2004 increased by 12.7% compared with the same period last year. The increase in indirect expenses was primarily due to a higher business volume. The EG&G Division’s indirect expenses are generally variable in nature, and as such, any increase in business volume tends to result in an increase in indirect expenses. Employee benefits costs increased by approximately $11.0 million and other employee-related expenses, such as travel and recruiting expenses, increased by $3.7 million due to a higher employee headcount as a result of an increase in work volume. In addition, we incurred a $10.0 million increase in administrative program support and other general and administrative costs as a result of a higher business volume. These increases were offset by a decrease of $4.4 million in indirect labor costs resulting from an increase in labor hours chargeable to contracts. Indirect expenses as a ratio of revenues were 23.0% and 24.5% for the nine months ended July 31, 2004 and 2003, respectively.

Liquidity and Capital Resources

	Nine Months Ended July 31,
	2004			2003
	(In millions)
Cash flows provided by operating activities	$	87.1		$	134.5
Cash flows used by investing activities		(15.7	)		(14.3	)
Cash flows used  by financing activities		(48.5	)		(114.6	)
Proceeds from common stock offering, net of related expenses		204.3			—

     Our primary sources of liquidity have been cash flows from operations, borrowings under the credit line from our Credit Facility and, during the nine months ended July 31, 2004, a public common stock offering. Our primary uses of cash are to fund our working capital and capital expenditures and to service our debt. We believe that we have sufficient resources to fund our operating and capital expenditure requirements, as well as service our debt, for the next 12 months and beyond. If we experience a significant change in our business such as the execution of a significant acquisition, we would likely need to acquire additional sources of financing. Although we have no current acquisition plans, we believe that we would be able to obtain adequate resources to address significant changes in our business at reasonable rates and terms, as necessary, based on our past experience with business acquisitions. We are dependent, however, on the cash flows generated by our subsidiaries and, consequently, on their ability to collect on their respective accounts receivables. Specifically:

• Substantially all of our cash flows are generated by our subsidiaries. As a result, the funds necessary to meet our debt service obligations are provided in large part by distributions or advances from our subsidiaries. Legal and contractual restrictions as well as the financial condition and operational requirements of our subsidiaries may limit our ability to obtain cash from them.

• Billings and collections on accounts receivable can impact our operating cash flows. Management places significant emphasis on collection efforts, has assessed the allowance accounts for receivables as of July 31, 2004 and has deemed it to be adequate; however, the current economic conditions may adversely impact some of our clients’ ability to pay our bills or the timeliness of their payments. Consequently, it may also impact our ability to consistently collect cash from them to meet our operating needs.

Operating Activities

     The decrease in cash flows from operations for the nine months ended July 31, 2004, compared with the same period last year, was primarily due to the following factors:

• The unusually high level of cash collections during the first nine months of fiscal year 2003 was a result of a catch-up in billings and collections as an accounting system conversion, which occurred during the fourth quarter of fiscal year 2002, caused a delay in billings and partially

37

resulted in a higher outstanding balance of our account receivables at the beginning of fiscal year 2003.

• The timing of our income tax payments resulted in a higher level of payment during the first nine months ended July 31, 2004 compared with the same period of last year.

Investing Activities

     As a professional services organization, we are not capital intensive. Capital expenditures historically have been primarily for computer-aided design, accounting and project management information systems, and general purpose computer equipment to accommodate our growth. Capital expenditures, excluding purchases financed through capital leases, during the first nine months of fiscal year 2004 and 2003, were $9.4 million and $13.5 million, respectively.

Financing Activities

     During the nine months ended July 31, 2004, we repaid approximately $29.0 million on our Credit Facility, $70 million on our 11½% notes, $180 million on our 12¼% notes, $4.0 million payments on note payables, and $11.2 million on capital lease obligations. We also retired the $6.5 million outstanding balance of our 8 ⁵/₈% senior subordinated debentures. During the same period, we borrowed an additional of $25.0 million of our Term Loan B under our Credit Facility and drew $16.7 million on our revolving line of credit. In addition, we borrowed $9.4 million under capital lease obligations for equipment purchases and $3.0 million from notes payable and paid $2.8 million for financing fees as a result of amending our Credit Facility.

     During April 2004, we sold an aggregate of 8.1 million shares of our common stock through an underwritten public offering. The offering price of our common stock was $26.50 per share and the total offering proceeds to us was $204.3 million, net of underwriting discounts and commissions and other offering related expenses of $10.5 million.

     We used the net proceeds from this common stock offering plus the borrowings under our Credit Facility and cash available on hand to redeem $70 million of our 11½% Senior Notes (“11½% notes”) and $180 million of our 12¼% Senior Subordinated Notes (“12¼% notes”) during the third quarter of fiscal year 2004. As a result of the aforementioned redemptions, we recognized a pre-tax charge of $27.4 million during the third quarter of our fiscal year 2004 consisting of the write-off of $8.3 million in unamortized financing fees, issuance costs and debt discounts and payments totaling $19.1 million for call premiums.

     The decrease of $66.1 million in net cash used by financing activities for the nine months ended July 31, 2004 compared with the same period last year was due to the following major factors:

• net proceeds generated from our public common stock offering of $204.3 million; and

• increase of $16.0 million in proceeds from sale of common stock from the employee stock purchase plan and exercise of stock options, resulting from the increase in our common stock price; offset by

• payment of $19.1 million in call premiums;

• payment of $2.8 million in financing fees; and

• increase in net debt payments and redemptions of $132.2 million.

     During the third quarter of 2004, we entered into the fifth amendment to our Credit Facility, dated June 4, 2004. This amendment reduced out interest rate margins to 1.25% for base rate borrowings and to 2.25% for Eurodollar borrowings, increased the credit limit on our revolving line of credit to $225.0 million and increased the outstanding amount of our Term Loan B by $25.0 million. This amendment has also enabled us to achieve an additional 0.25% reduction in interest rate margins to 1.00% for base rate borrowings and to 2.00% for Eurodollar borrowings since Moody’s increased our credit rating from Ba3 to Ba2 on August 18, 2004.

38

     Below is a table containing information about our contractual obligations and commercial commitments followed by narrative descriptions as of July 31, 2004.

			Principal Payments Due by Period
Contractual Obligations			Less Than						After 5
(Principal Only):	Total		1 Year		1-3 Years		4-5 Years		Years
	(In thousands)
As of July 31, 2004:
Senior Secured Credit Facility:
Term loan A	$	83,610	$	11,259	$	63,307	$	9,044	$	—
Term loan B		270,198		693		5,543		263,962		—
Line of credit		16,714		16,714		—		—		—
11½% senior notes (1), (3)		130,000		—		—		—		130,000
12¼% senior subordinated notes (4)		20,000		—		—		20,000		—
6½% convertible subordinated debentures (1)		1,798		—		—		—		1,798
Capital lease obligations		38,026		13,128		19,055		5,780		63
Notes payable and other indebtedness		9,771		3,399		6,349		23		—
Total debt		570,117		45,193		94,254		298,809		131,861
Operating lease obligations (2)		348,334		68,753		118,386		89,519		71,676
Purchase obligations (5)		15,680		15,680		—		—		—
Total contractual obligations	$	934,131	$	129,626	$	212,640	$	388,328	$	203,537

(1)	Amounts shown exclude remaining original issue discounts of $2.2 million and $19,000 (or nineteen thousands dollars) for our 11½% notes and our 6½% Convertible Subordinated Debentures, respectively.
(2)	These operating leases are predominantly real estate leases.
(3)	On May 14, 2004, we redeemed $70 million of our 11½% notes by using the net proceeds from our common stock offering.
(4)	On May 14, June 2, and July 14, 2004, we redeemed $110 million, $50 million and $20 million, respectively, of our 12¼% notes by using the net proceeds from our common stock offering, borrowings from our Credit Facility and available cash on hand.
(5)	Amount represents our 60% share of total purchase obligations of Advatech, LLC, a 60%-owned, consolidated joint venture.
	Off-balance Sheet Arrangements. The following is a list of our off-balance sheet arrangements:

• As of July 31, 2004, we had a total available balance of $55.9 million in standby letters of credit under our Credit Facility. The letters of credit are provided to clients and others in the ordinary course of business against advance payments and to support other business arrangements. We are required to reimburse the issuers of letters of credit for any payments they make under the letters of credit. The credit line which covers the issuance of our standby letters of credit is critical for our normal operations. If we default on this credit line, our ability to issue or renew standby letters of credit would impair our ability to maintain normal operations.

• We have guaranteed the credit facility of EC III, LLC, a 50%-owned, unconsolidated joint venture, in the event of a default by the joint venture. This joint venture was formed in the ordinary course of business to perform a contract for the federal government. The term of the guarantee is equal to the remaining term of the underlying debt, which is 19 months. The maximum potential amount of future payments, which we could be required to make under this guarantee at July 31, 2004, was $6.5 million.

• From time to time, we may provide guarantees related to our services or work. If our services under a guaranteed project are later determined to have resulted in a material defect or other material deficiency, then we may be responsible for monetary damages or other legal remedies. When sufficient information about claims on guaranteed projects is

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available and monetary damages or other costs or losses are determined to be probable, we recognize such guarantee losses. Currently, we have no guarantee claims for which losses have been recognized.

• We have an agreement to indemnify our joint venture partner up to $25 million for any potential losses and damages, and liabilities associated with lawsuits in relation to general and administrative services we provide to the JT3, LLC joint venture.

• EG&G’s defined benefit pension plan and post-retirement medical plan have funding requirements. We expect to make cash contributions of approximately $5.8 million and $0.2 million for fiscal year 2004 to EG&G’s defined benefit pension plan and post-retirement medical plan, respectively.

     See Note 4, “Current and Long-term Debt,” in the Notes to Consolidated Financial Statements for descriptions of various debts listed in the contractual obligations table above.

     Capital Leases. As of July 31, 2004, we had $38.0 million in obligations under our capital leases, consisting primarily of leases for office equipment, computer equipment and furniture.

     Operating Leases. As of July 31, 2004, we had approximately $348.3 million in obligations under our operating leases, consisting primarily of real estate leases.

     Other Related-Party Transactions. Some of our officers, directors and employees may have disposed of shares of our common stock, both in cashless transactions with us and in market transactions, in connection with exercises of stock options, the vesting of restricted and deferred stock and the payment of withholding taxes due with respect to such exercises and vesting. These officers, directors and employees may continue to dispose of shares of our common stock in this manner and for similar purposes.

     Financing Alternatives. We frequently evaluate alternative capital structures and consider the potential benefits of various financing strategies, including both debt and equity vehicles. We expect to continue to pursue opportunities to improve our capital structure when opportunities arise.

     Derivative Financial Instruments. We are exposed to risk of changes in interest rates as a result of borrowings under our Credit Facility. During the third quarter of fiscal year 2004, we did not enter into any interest rate derivatives due to our assessment of the costs/benefits of interest rate hedging given the current low interest rate environment and to our expectation of retiring variable rate debt over the next two years by using available cash from operations. However, we may enter into derivative financial instruments in the future depending on changes in interest rates.

     Enterprise Resource Program (“ERP”). During fiscal year 2001, we commenced a project to consolidate all of our accounting and project management information systems and convert to a new ERP system. As of August 1, 2004, approximately 60% of our total revenues are processed on this new ERP system. We expect to convert the remaining URS Division’s legacy systems over the next 15 months. We intend to convert the EG&G Division’s accounting system to the ERP system by 2006.

     The capitalized costs of implementing our new ERP system, including hardware, software licenses, consultants and internal staffing costs will be approximately $65.0 million, excluding the potential costs associated with the conversion of the EG&G Division’s ERP system. As of July 31, 2004, we had capitalized costs of approximately $58.7 million for this project, with the remaining costs to be incurred through fiscal year 2005. We have been financing a substantial portion of these costs through capital lease arrangements with various lenders. If, and to the extent, that financing cannot be obtained through capital leases, we will draw on our revolving line of credit as alternative financing for expenditures to be incurred for this project.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions in the application of certain accounting policies that affect amounts reported in our consolidated financial statements and related footnotes included in Item 1 of this report. In preparing these financial statements, we have made our best estimates and judgments of certain amounts, giving consideration to materiality. Historically, our estimates have not materially differed from actual results. Application of these accounting policies, however, involves the exercise of judgment and the use of assumptions as to future uncertainties. Consequently, actual results could differ from our estimates.

     The accounting policies that we believe are most critical to an investor’s understanding of our financial results and condition, and require complex management judgment are included in our Annual Report on Form 10-K for the year ended October 31, 2003. To date, there have been no material changes to these critical accounting policies during our fiscal year ending October 31, 2004.

Adopted and Recently Issued Statements of Financial Accounting Standards

     In January 2003, the Financial Accounting Standards Board (“FASB”) issued Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”), which is an interpretation of Accounting Research Bulletin No. 51, “Consolidated Financial Statements.” FIN 46 requires a variable interest entity (“VIE”) to be consolidated by a company that is considered to be the primary beneficiary of that VIE. In December 2003, the FASB issued FIN 46 (revised December 2003), “Consolidation of Variable Interest Entities” (“FIN 46-R”), to address certain FIN 46 implementation issues. Although we have no special purpose entities (“SPEs”) as defined in FIN 46, we evaluated the impact of FIN 46 related to our joint ventures with third parties. We adopted FIN 46-R as of April 30, 2004.

     In general, we account for non-special purpose entities (“non-SPEs”) in accordance with Emerging Issues Task Force Issue 00-01, “Investor Balance Sheet and Income Statement Display under the Equity Method for Investments in Certain Partnerships and Other Ventures” (“EITF 00-01”), or in accordance with the equity method of accounting. Our adoption of FIN 46-R did not have a material impact on our accounting for these non-SPEs created prior to February 1, 2003 and we continue to account for these non-SPEs under the equity method or under EITF 00-01, as appropriate.

     FIN 46-R requires that all entities, regardless of whether or not a special purpose entity, created subsequent to January 31, 2003, be evaluated for consolidation purposes. We have not entered into any material joint venture or partnership agreements subsequent to January 31, 2003 that would have a material impact on our consolidated financial statements. Future joint venture or partnership agreements requiring consolidation under FIN 46-R could have a material impact on our consolidated financial statements.

     In December 2003, the FASB issued Statement of Financial Accounting Standards No. 132 (Revised), “Employer’s Disclosure about Pensions and Other Postretirement Benefits” (“Revised SFAS 132”). Revised SFAS 132 retains disclosure requirements from the original SFAS 132 and requires additional disclosures relating to assets, obligations, cash flows and net periodic benefit cost. Revised SFAS 132 is effective for fiscal years ending after December 15, 2003, except that certain disclosures are effective for fiscal years ending after June 15, 2004. Interim period disclosures are effective for interim periods beginning after December 15, 2003. Our required Revised SFAS 132 interim disclosures are included in Note 3, “Employee Retirement Plans.”

     On December 17, 2003, the Staff of the Securities and Exchange Commission (“SEC” or the “Staff”) issued Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”), which supersedes SAB 101, “Revenue Recognition in Financial Statements.” SAB 104’s primary purpose is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, which was superseded as a result of the issuance of Emerging Issues Task Force Consensus No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables” (“EITF 00-21”). Additionally, SAB 104 rescinds the

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SEC’s Revenue Recognition in Financial Statements Frequently Asked Questions and Answers (the “FAQ”) issued with SAB 101 that had been codified in SEC Topic 13, Revenue Recognition. Selected portions of the FAQ have been incorporated into SAB 104. While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. SAB 104 applies to our service related contracts. We do not have any material multiple element arrangements and thus SAB 104 does not impact our financial statements nor is adoption of SAB 104 considered a change in accounting principle.

     On January 12, 2004 and May 19, 2004, the FASB issued FASB Staff Position (“FSP”) No. 106-1 and 106-2, respectively, both entitled “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (“FSP 106-1” and “FSP 106-2”). The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Medicare Act”) was signed into law in December 2003 and establishes a prescription drug benefit, as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a prescription drug benefit that is at least actuarially equivalent to Medicare’s prescription drug coverage. FSP 106-1 permits employers that sponsor postretirement benefit plans to make a one-time election to defer accounting for any effects of the Medicare Act until the earlier of (a) the issuance of guidance by the FASB on how to account for the federal subsidy to be provided to plan sponsors under the Medical Act or (b) the remeasurement of plan assets and obligations subsequent to January 31, 2004. Under FSP 106-1, we elected to defer accounting for the effects of the Medicare Act. Our deferral remains in effect until the effective date of FSP 106-2, which provides guidance on the accounting for the effects of the Medicare Act by employers whose prescription drug benefits are actuarially equivalent to the drug benefit under Medicare Part D. FSP 106-2 requires those employers to provide disclosures regarding the effects of the federal subsidy provided by the Medicare Act. For entities that elected deferral and for which the impact is significant, FSP 106-2 is effective for the first interim or annual period beginning after June 15, 2004. Entities for which FSP 106-2 does not have a significant impact are permitted to delay recognition of the effects of the Medicare Act until the next regularly scheduled measurement date following the issuance of FSP 106-2. We are currently evaluating the impact of the Medicare Act on our postretirement plans. Should adoption of FSP 106-2 have a significant impact on our financial statements, we may be required to recognize the effects of the Medicare Act during the fourth quarter of our fiscal year 2004.

     On April 9, 2004, FASB issued FASB Staff Position No. 129-1, “Disclosure of Information about Capital Structure, Relating to Contingently Convertible Securities” (“FSP 129-1”). FSP 129-1 clarifies that the disclosure requirements of Statement of Financial Accounting Standards No. 129, “Disclosure of Information about Capital Structure” apply to all contingently convertible securities and to their potentially dilutive effects on earnings per share (“EPS”), including those for which the criteria for conversion have not been satisfied, and thus are not included in the computation of diluted EPS. The guidance in FSP 129-1 is effective immediately and applies to all existing and newly created securities. Our required FSP 129-1 disclosures are included above under “Income Per Common Share.” Our 6½% debentures are convertible into shares of our common stock; however, the number of shares which they could be converted into is not material to our income per share computation.

Risk Factors That Could Affect Our Financial Condition and Results of Operations

     In addition to the other information included or incorporated by reference in this Form 10-Q, the following factors could affect our financial condition and results of operations:

We continue to experience the adverse effects from the recent economic downturn. If the economic downturn continues or worsen, then our revenues, profits and our financial condition may deteriorate.

     In response to reduced revenues caused by the recent economic downturn, our clients may cut costs, or delay, curtail or cancel proposed and existing projects. Our government clients may face budget deficits that prohibit them from funding proposed and existing projects. Our clients may also demand better pricing terms. In addition, the economic downturn may impact our clients’ ability to pay our bills and our ability to collect cash from our clients needed to fund our business operations. Although some economic fundamentals have been improving, our business generally lags the overall recovery in the economy and therefore we do

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not know whether or when any improving economic indicators will positively affect our revenues and profits. If the economic downturn continues or worsens, then our revenues, profits and overall financial condition may deteriorate.

A negative government audit or investigation could result in a substantial adjustment to our revenues and costs, which could impair our reputation and result in civil and criminal penalties.

     Government agencies, such as the United States Defense Contract Audit Agency, routinely audit and investigate government contractors. These agencies review a contractor’s performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. If the agencies determine through these audits or investigation that costs were improperly allocated to specific contracts, we may not be reimbursed for these costs, or if we have already been reimbursed, we may be required to refund these reimbursements. Therefore, an audit could result in substantial adjustments to our revenues and costs. In addition, our internal controls may not always prevent improper conduct. If a government agency determines that we or a subcontractor engaged in improper conduct, we may also be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from doing business with the government, any of which could materially affect our financial condition and results of operations. In addition, we could suffer serious harm to our reputation.

As a government contractor, we are subject to a number of procurement laws and regulations and other public sector liabilities, any deemed violation of which could lead to fines or penalties or a loss of business.

     We must comply with and are affected by laws and regulations relating to the formation, administration and performance of government contracts. For example, we must comply with the Federal Acquisition Regulation, the Truth in Negotiations Act, the Cost Accounting Standards, Service Contract Act, and Department of Defense security regulations, as well as many other rules and regulations. These laws and regulations affect how we transact business with our clients and in some instances, impose added costs to our business operations. A violation of specific laws and regulations could result in the imposition of fines and penalties or the termination of our contracts. Moreover, as a federal government contractor, we must maintain our status as a responsible contractor. Failure to do so could lead to suspension or debarment, making us ineligible for federal government contracts and potentially ineligible for state and local government contracts.

Unexpected termination of our book of business could harm our operations and adversely affect our future revenues.

     We account for all contract awards that may be recognized as revenues as our book of business, which includes backlog, designations, option years and indefinite delivery contracts. Our backlog consists of the amount billable at a particular point in time for future services under signed contracts. Our designation contracts consist of projects that clients have awarded us, but for which we do not yet have signed contracts. Our option year contracts are multi-year contracts with base periods plus option years that are exercisable by our clients without the need for us to go through another competitive bidding process. Our indefinite delivery contracts are signed contracts under which we perform work only when our client issues specific task orders. Our book of business estimates may not result in actual revenues in any particular period since clients may terminate or delay projects, or decide not to award task orders under indefinite delivery contracts. Unexpected termination of a substantial portion of our book of business could harm our operations and adversely affect our future revenues.

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Funding for many of our multi-year government contracts must be appropriated each year. If appropriations are not made in subsequent years of a multiple-year contract, we will not realize all of our potential revenues and profits from that contract.

     We derive a significant amount of our revenues from multi-year government contracts, many of which are appropriated on an annual basis. Legislatures typically appropriate funds for a given program on a year-by-year basis, even though contract performance may take more than one year. As a result, at the beginning of a project, the related contract may be only partially funded, and additional funding is normally committed only as appropriations are made in each subsequent year. These appropriations, and the timing of payment of appropriated amounts, may be influenced by, among other things, the state of the economy, competing political priorities, curtailments in the use of government contracting firms, budget constraints, the timing and amount of tax receipts and the overall level of government expenditures. If legislative appropriations are not made in subsequent years of a multiple-year contract, we will not realize all of our potential revenues and profits from that contract.

Most of our revenues generated from government contracts are awarded through a regulated competitive procurement process. Our inability to complete existing government contracts or win new government contracts over an extended period could harm our operations and adversely affect our future revenues.

     Most of our revenues generated from government contracts are awarded through a regulated competitive procurement process. Some government contracts are awarded to multiple competitors, which increase overall competition and pricing pressure and may require us to make sustained post-award efforts to realize revenues under the government contracts. In addition, government clients can generally terminate or modify their contracts at their convenience. Moreover, even if we are qualified to work on a new government contract, we might not be awarded the contract because of existing government policies designed to protect small businesses and underrepresented minority contractors. Our inability to complete existing government contracts or win new government contracts over an extended period could harm our operations and adversely affect our future revenues.

If we are unable to accurately estimate the overall risks, revenues or costs on a contract, then we may generate a lower profit or incur a loss on the contract.

     We generally enter into three principal types of contracts with our clients: cost-plus, fixed-price and time-and-materials. Under cost-plus contracts, which are subject to contract ceiling amounts, we are reimbursed for allowable costs and fees, which may be fixed or performance-based. If our costs exceed the contract ceiling or are not allowable under the provisions of the contract or any applicable regulations, we may not be able to obtain reimbursement for all such costs. Under fixed-price contracts, we receive a fixed price irrespective of the actual costs we incur and consequently, we will realize a profit on the fixed-price contract only if we can control our costs and prevent cost over-runs on the contract. Under time-and-materials contracts, we are paid for labor at negotiated hourly billing rates and for other expenses. Profitability on these types of contracts is driven by billable headcount and control of cost over-runs.

     Accounting for such contracts requires judgment relative to assessing the contract’s estimated risks, revenues and costs and on making judgments on other technical issues. Due to the size and nature of many of our contracts, the estimation of overall risk, revenues and costs at completion is complicated and subject to many variables. Changes in underlying assumptions, circumstances or estimates may also adversely affect financial performance in future periods. If we are unable to accurately estimate the overall revenues or costs on a contract, then we may experience a lower profit or incur a loss on the contract.

If we guarantee the timely completion or performance standards of a project, we could incur additional costs to cover our guarantee obligations.

     We may guarantee to our client that we will complete a project by a scheduled date. We also may sometimes guarantee that a project, when completed, will achieve specified performance standards. If the project is not completed by the scheduled date or subsequently fails to meet guaranteed performance

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standards, we may either incur significant additional costs or be held responsible for the costs incurred by the client to rectify damages due to late completion or to achieve the required performance standards. In some cases, should we fail to meet required performance standards, we may also be subject to agreed upon damages, which are fixed in amount by the contract. To the extent that these events occur, the total costs of the project could exceed our estimates and we could experience reduced profits or, in some cases, incur a loss on that project.

Our use of the percentage-of-completion method of accounting could result in reduction or reversal of previously recorded revenues and profits.

     A substantial portion of our revenues and profits are measured and recognized using the percentage-of-completion method of accounting. Generally, our use of this method results in recognition of revenues and profits ratably over the life of the contract, based on the proportion of costs incurred to date to total costs expected to be incurred. The effect of revisions to revenues and estimated costs, including the achievement of award and other fees is recorded when the amounts are known and can be reasonably estimated. Such revisions could occur in any period and their effects could be material. Although we have a history of making reasonably dependable estimates of the progress towards completion of long-term engineering, program and construction management or construction contracts in process, the uncertainties inherent in the estimating process make it possible for actual costs to vary from estimates, including reductions or reversals of previously recorded revenues and profits, and such differences could be material.

If our partners fail to perform their contractual obligations on a project, we could be exposed to legal liability, loss of reputation and reduced profit or risk of loss on the project.

     We sometimes perform projects jointly with outside partners in order to enter into subcontracts, joint ventures and other contractual arrangements so that we can jointly bid on and execute a particular project. Success on these joint projects depends largely on whether our partners fulfill their contractual obligations satisfactorily. If any of our partners fails to satisfactorily perform their contractual obligations as a result of financial or other difficulties, we may be required to make additional investments and provide additional services in order to make up for our partner’s shortfall. If we are unable to adequately address our partner’s performance issues, then our client could terminate the joint project, exposing us to legal liability, loss of reputation and risk of loss or reduced profit on the project.

Our substantial indebtedness could adversely affect our financial condition.

     As of July 31, 2004, we had $567.9 million of outstanding indebtedness. This level of indebtedness could have a negative impact on us, including the following:

• it may limit our ability to borrow money or sell stock for working capital, capital expenditures, debt service requirements or other purposes;

• it may limit our flexibility in planning for, or reacting to, changes in our business;

• it may place us at a competitive disadvantage if we are more highly leveraged than our competitors;

• it may restrict us from making strategic acquisitions or exploiting business opportunities;

• it may make us more vulnerable to a downturn in our business or the economy; and

• it may require us to dedicate a substantial portion of our cash flows from operations to the repayments of our indebtedness, thereby reducing the availability of cash flows to fund working capital, capital expenditures and for other general corporate purposes.

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We may not be able to generate or borrow enough cash to service our debt, which could result in bankruptcy or otherwise impair our ability to maintain sufficient liquidity to continue our operations.

     In order to service our debt, we rely primarily on our ability to generate cash in future periods. If we do not generate sufficient cash flows to meet our debt service and working capital requirements, we may need to seek additional financing. If we are unable to obtain financing on terms that are acceptable to us, we could be forced to sell our assets or those of our subsidiaries to make up for any shortfall in our payment obligations under unfavorable circumstances.

     Our Credit Facility and our obligations under our outstanding notes limit our ability to sell assets and also restrict our use of the proceeds from any such sale. Furthermore, substantial portions of our assets and those of our subsidiaries are, and may continue to be, intangible assets. Therefore, even if forced to do so, we may not be able to sell assets quickly enough or for sufficient amounts to enable us to meet our debt obligations.

     If we default on any of our various debt obligations, our lenders could require immediate repayment of the entire principal amount of that outstanding debt. If our lenders require immediate repayment on the entire principal amount, we will not be able to repay them in full, and our inability to meet our debt obligations could result in bankruptcy or otherwise impair our ability to maintain sufficient liquidity to continue our operations.

Because we are a holding company, we may not be able to service our debt if our subsidiaries do not make sufficient distributions to us.

     We have no direct operations and no significant assets other than investments in the stock of our subsidiaries. Because we conduct our business operations through our operating subsidiaries, we depend on those entities for dividends and other payments to generate the funds necessary to meet our financial obligations. Legal restrictions, including local regulations, and contractual obligations associated with secured loans, such as equipment financings, may restrict our subsidiaries’ ability to pay dividends or make loans or other distributions to us. The earnings from, or other available assets of, these operating subsidiaries may not be sufficient to make distributions to enable us to pay interest on our debt obligations when due or to pay the principal of such debt at maturity.

Restrictive covenants in our Credit Facility and the indentures relating to our outstanding notes and our other outstanding indebtedness may restrict our ability to pursue business strategies.

     Our Credit Facility and our indentures relating to our outstanding notes and our other outstanding indebtedness restrict our ability to, among other things:

• incur additional indebtedness;

• pay dividends and make distributions to our stockholders;

• repurchase or redeem our stock;

• repay indebtedness that is junior to our Credit Facility or our outstanding indebtedness;

• make investments and other restricted payments;

• create liens securing debt or other encumbrances on our assets;

• enter into sale-leaseback transactions;

• enter into transactions with our stockholders and affiliates;

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• sell or exchange assets;

• acquire the assets of, or merge or consolidate with, other companies;

• pledge assets that would result in less security for our debt holders; and

• make capital expenditures.

     Our Credit Facility also requires that we maintain certain financial ratios, which we may not be able to achieve. The covenants in our various debt instruments may impair our ability to finance future operations or capital needs or to engage in other favorable business activities.

We may incur substantial costs of compliance with, or liabilities under, environmental laws and regulations.

     A substantial portion of our business involves the planning, design and program and construction management of pollution control facilities as well as the assessment and management of remediation activities at hazardous waste sites and military bases. We also contract with U.S. governmental entities to destroy hazardous materials, including chemical agents and weapons stockpiles. Federal laws, including but not limited to the Resource Conservation and Recovery Act of 1976, as amended, or RCRA, and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or CERCLA, as well as other governmental laws strictly regulate the handling, removal, treatment, transportation and disposal of toxic and hazardous substances and impose liability for environmental contamination caused by such substances. In addition, so-called “toxic tort” litigation has increased markedly in recent years as people injured by hazardous substances seek recovery for personal injuries and/or property damages. Liabilities related to environmental contamination or human exposure to hazardous substances, or a failure to comply with applicable regulations could result in substantial costs to us, including clean-up costs, fines and civil or criminal sanctions, third party claims for property damage or personal injury or cessation of remediation activities.

Changes in environmental laws, regulations and programs could reduce demand for our environmental services, which could impact our revenues.

     Federal and state laws, regulations, and programs related to pollution and environmental protection generate, either directly or indirectly, much of our environmental business. Accordingly, a relaxation or repeal of these laws and regulations, or changes in governmental policies regarding the funding, implementation or enforcement of these programs, could result in a decline in demand for environmental services that may have a material adverse effect on our revenues.

Our liability for damages due to legal proceedings may significantly reduce our net income.

     Various legal proceedings are pending against us and certain of our subsidiaries alleging among other things, breach of contract or tort in connection with the performance of professional services, the outcome of which cannot be predicted with certainty. In some actions, parties are seeking damages that exceed our insurance coverage or are not insured. Our services may require us to make judgments and recommendations about environmental, structural and other physical conditions at project sites. If our judgments and recommendations are later found to be incomplete or incorrect, then we may be liable for the resulting damages. If we sustain damages that exceed our insurance coverage or that are not insured, there could be a material adverse effect on our net income.

It may be expensive to obtain and maintain adequate insurance coverage to meet our needs.

     We obtain insurance from third parties to cover our potential risks and liabilities. It is possible that we may not be able to obtain adequate insurance to meet our needs, may have to pay an excessive amount for the insurance coverage we want or may not be able to acquire any insurance for certain types of business risk.

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This could leave us exposed to potential claims. If we were found liable for a significant uninsured claim in the future that is not covered by our insurance, our operating results could be negatively impacted.

A general decline in U.S. defense spending could harm our operations and adversely affect our future revenues.

     Revenues under contracts with the U.S. Department of Defense and other defense-related entities represented approximately 33% our total revenues for the nine months ended July 31, 2004. While spending authorization for defense-related programs have increased significantly in recent years due to greater homeland security and foreign military commitments and a general outsourcing trend by the federal government to outsource government jobs to the private sector, these spending levels may not be sustainable, and future levels of expenditures and authorizations for these programs may decrease, remain constant or shift to programs in areas where we do not currently provide services. Therefore, a general decline in United States defense spending could harm our operations and adversely affect our future revenues.

Our overall market share will decline if we are unable to compete successfully in our industry.

     We operate in a highly fragmented and competitive worldwide market in our service areas. As a result, we compete with many domestic and international engineering and consulting firms. Some of our competitors have achieved substantially more market penetration in certain of the markets in which we provide services. In addition, some of our competitors have substantially more financial resources and/or financial flexibility than we do. Furthermore, the engineering design services market has been undergoing consolidation, particularly in the United States. If our competitors consolidate, they will likely increase their market share and gain economies of scale that enhance their ability to compete with us. These competitive forces could have a material adverse effect on our business, financial condition and results of operations by reducing our relative share in the markets we serve.

Ownership of our common stock is concentrated among stockholders who could act in concert to take actions that favor their own personal interests to the detriment of our interests and those of our other stockholders.

     As of July 31, 2004, our officers and directors and their affiliates beneficially owned approximately 20% of the outstanding shares of our common stock. Because of the concentrated ownership of our common stock, these stockholders may be able to influence matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions. This concentration of ownership may also have the effect of delaying, deferring or preventing a change in control.

We rely heavily on our senior management and our professional and technical staff. Any failure to attract and retain key employees could impair our ability to provide services to our clients and otherwise conduct our business effectively.

     As a professional and technical services company, we are labor intensive and therefore our ability to attract, retain and expand our senior management and our professional and technical staff remains an important factor in determining our future success. From time to time it may be difficult to attract and retain qualified individuals with the expertise demanded by our clients. For example, some of our government contracts may require us to employ only individuals who have government security clearances. In addition, we rely heavily upon the expertise and leadership of our senior management. The failure to attract and retain key individuals could impair our ability to provide services to our clients and conduct our business effectively.

Proposed changes in accounting for equity-related compensation could significantly reduce our net income and our ability to attract and retain employees.

     The FASB has proposed changes in accounting for equity compensation by issuing an Exposure Draft, Share-Based Payment: an amendment of FASB statements No. 123 and 95 on March 31, 2004, which, if adopted, would require us to recognize, as an expense, the fair value of stock options and other equity-

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related compensation to employees. If we elect or are required to record an expense for our equity-related compensation plans using the fair value method, we could have significant and ongoing accounting charges that could reduce our overall net income. In addition, since we historically have used equity-related compensation as one component of our total employee compensation program, the proposed accounting change could make the use of equity-related compensation less attractive and therefore make it more difficult to attract and retain employees.

Our international operations are subject to a number of risks that could harm our operations and adversely affect our future revenues.

     As a multinational company, we have operations in over 20 countries and derived approximately 9% and 8% of our revenues from international operations for the nine months ended July 31, 2004 and 2003, respectively. International business is subject to a variety of special risks, including:

• greater risk of uncollectible accounts and longer collection cycles;

• currency fluctuations;

• logistical and communications challenges;

• potential adverse changes in laws and regulatory practices, including export license requirements, trade barriers, tariffs and tax laws;

• changes in labor conditions;

• exposure to liability under the Foreign Corrupt Practices Act; and

• general economic and political conditions in these foreign markets.

     These and other risks associated with international operations could harm our overall operations and adversely affect our future revenues. In addition, services billed through foreign subsidiaries are attributed to the international category of our business, regardless of where the services are performed and conversely, services billed through domestic operating subsidiaries are attributed to a domestic category of clients, regardless of where the services are performed. As a result, our exposure to international operations may be more or less than the percentage of revenue we attribute to the international category.

Our business activities may require our employees to travel to and work in high security risk countries, which may result in employee injury, repatriation costs or other unforeseen costs.

     As a multinational company, our employees often travel to and work in high security risk countries around the world that are undergoing political, social and economic upheavals resulting in war, civil unrest, criminal activity or acts of terrorism. As a result, we may be subject to costs related to employee injury, repatriation or other unforeseen costs in a high security risk country.

If we do not successfully integrate our new accounting and project management software systems, our cash flows may be impaired and we may incur further costs to integrate or upgrade our systems.

     We are continuing to integrate a new company-wide accounting and project management software system. In the event we do not complete the project successfully, we may experience reduced cash flows due to an inability to issue invoices to our customers and collect cash in a timely manner. Our intention to integrate the EG&G Division’s accounting systems with our ERP system may further complicate implementation of the new system as it may require a system modification to support the EG&G Division’s business requirements.

49

If our intangible assets become impaired, our earnings will be negatively impacted.

     Our balance sheet includes goodwill and other intangible assets, the values of which are material. If any of our intangible assets were to become impaired, we would be required to write-off the impaired amount. The write-off would negatively affect our earnings, but not our cash flows.

Negotiations with labor unions and possible work actions could divert management attention and disrupt operations, and new collective bargaining agreements or amendments to agreements could increase our labor costs and operating expenses.

     As of July 31, 2004, approximately 8% of our employees were covered by collective bargaining agreements. The outcome of any future negotiations relating to union representation or collective bargaining agreements may not be favorable to us. We may reach agreements in collective bargaining that increase our operating expenses and lower our net income as a result of higher wages or benefits. In addition, negotiations with unions could divert management attention and disrupt operations, which may adversely affect our results of operations. If we are unable to negotiate acceptable collective bargaining agreements, we may have to address the threat of union-initiated work actions, including strikes. Depending on the nature of the threat or the type and duration of any work action, these actions could disrupt our operations and adversely affect our operating results.

Failure to integrate acquired businesses or assets successfully will prevent us from achieving the anticipated cost savings and other benefits on which our decision to consummate any acquisition would have been based.

     We have completed five significant acquisitions since 1996 and we may continue to pursue growth through the selective strategic acquisitions of businesses and assets. However, we will only achieve the efficiencies, cost reductions and other benefits, such as diversification of our current portfolio of clients and services, which we would expect to result from these acquisitions if we successfully integrate the administrative, financial, technical and marketing organizations of acquired businesses and assets, and implement appropriate operations, financial and management systems and controls. We may have insufficient management resources to accomplish integrations, and even if we are able to do so successfully, we may not realize the level of cost savings and other benefits that we expect to achieve.

     The integration of acquired operations with our own involves a number of risks, including:

• the disruption of our business and the diversion of our management’s attention from other business concerns;

• unanticipated expenses related to integration;

• the potential failure to realize anticipated revenue opportunities associated with acquisitions;

• the possible loss of our key professional employees or those of the acquired businesses;

• the potential failure to replicate our operating efficiencies in the acquired businesses’ operations;

• our increased complexity and diversity compared to our operations prior to an acquisition;

• the possible negative reaction of clients to any acquisitions; and

• unanticipated problems or legal liabilities, including responsibility as a successor-in-interest for undisclosed or contingent liabilities of acquired businesses or assets.

50

Delaware law and our charter documents and the change of control provisions of our outstanding notes may impede or discourage a takeover, which could cause the market price of our shares to decline.

     We are a Delaware corporation and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change in control would be beneficial to our existing stockholders. In addition, our board of directors has the power, without stockholder approval, to designate the terms of one or more series of preferred stock and issue shares of preferred stock, which could be used defensively if a takeover is threatened. Our incorporation under Delaware law, the ability of our board of directors to create and issue a new series of preferred stock and certain provisions of our certificate of incorporation and by-laws could impede a merger, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer for our common stock, which, under certain circumstances, could reduce the market price of our common stock. In addition, if we undergo a change of control, we may be required to repurchase our 11½% notes and our 12¼% notes, in each case at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. This feature in some of our outstanding notes may also discourage a person or a group from attempting to acquire us.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to changes in interest rates as a result of our borrowings under our Credit Facility. Based on outstanding indebtedness of $353.8 million under our Credit Facility at July 31, 2004, if market rates averaged 1% higher in the next twelve months, our net of tax interest expense would increase by approximately $2.1 million. Conversely, if market rates averaged 1% lower in the next twelve months, our net of tax interest expense would decrease by approximately $2.1 million.

ITEM 4. CONTROLS AND PROCEDURES

     (a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) for our company. Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were sufficiently effective to ensure that the information required to be disclosed by us in this Quarterly Report on Form 10-Q was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and Form 10-Q.

     (b) Changes in internal controls. There were no changes in our internal control over financial reporting during the quarter ended July 31, 2004 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

     (c) Limitations on the Effectiveness of Controls. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the Chief Executive Officer and the Chief Financial Officer have concluded that these controls and procedures are effective at the “reasonable assurance” level.

51

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Various legal proceedings are pending against us and certain of our subsidiaries alleging, among other things, breach of contract or tort in connection with the performance of professional services, the outcome of which cannot be predicted with certainty. See Note 5, “Commitments and Contingencies” for a discussion of some of these legal proceedings. In some actions, parties are seeking damages, including punitive or treble damages that substantially exceed our insurance coverage.

     Currently, we have limits of $125 million per loss and $125 million in the aggregate annually for general liability, professional errors and omissions liability and contractor’s pollution liability insurance (in addition to other policies for some specific projects). These policies include self-insured claim retention amounts of $4 million, $5 million and $5 million, respectively.

     Excess limits provided for these coverages are on a “claims made” basis, covering only claims actually made during the policy period currently in effect. Thus, if we do not continue to maintain these policies, we will have no coverage for claims made after the termination date – even for claims based on events that occurred during the term of coverage. We intend to maintain these policies; however, we may be unable to maintain existing coverage levels. We have maintained insurance without lapse for many years with limits in excess of losses sustained.

     Although the outcome of our legal proceedings can not be predicted with certainty and no assurances can be provided, based on our previous experience in such matters, we do not believe that any of the legal proceedings described above, individually or collectively, are likely to exceed established reserves or our insurance coverage and, therefore, we do not believe that they are likely to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     (c) Stock Repurchases

     The following table sets forth all purchases made by us or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) of the Securities Exchange Act of 1934, as amended, of our common stock shares during each month within the third quarter of 2004. No purchases were made pursuant to a publicly announced repurchase plan or program.

					(c) Total Number
					of Shares		(d) Maximum Number (or
	(a) Total				Purchased as Part		Approximate Dollar
	Number of		(b) Average		of Publicly		Value) of Shares that May
	Shares		Price Paid		Announced Plans		Yet be Purchased Under
Period	Purchased (1)		per Share		or Programs		the Plans or Programs
May. 1, 2004 – May 31, 2004		—		—		—		—
June 1, 2004 – June 30, 2004		3,937	$	26.00		—		—
July 1, 2004 – July 31, 2004		11,594	$	25.75		—		—
Total		15,531				—		—

(1) Stock-for-stock exchanges for payments of exercise cost and withholding taxes upon exercises of stock options or vesting of restricted or deferred stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

52

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS

(a) Exhibits

4.1	Amended and Restated Articles of Incorporation of Aman Environmental Construction, Inc., a California corporation, dated September 9, 2004. FILED HEREWITH.
4.2	Amended and Restated Articles of Incorporation of Banshee Construction Company, Inc., a California corporation, dated September 9, 2004. FILED HEREWITH.
4.3	Amended and Restated Articles of Incorporation of Cleveland Wrecking Company, a California corporation, dated September 9, 2004. FILED HEREWITH.
4.4	Amended and Restated Limited Liability Company Agreement for URS Resources, LLC, a Delaware limited liability company, dated September 9, 2004. FILED HEREWITH.
4.5	Amended and Restated Limited Liability Company of Radian International LLC, a Delaware limited liability company, dated September 9, 2004. FILED HEREWITH.
4.6	Amended and Restated Certificate of Incorporation of Signet Testing Laboratories, Inc. a Delaware corporation, dated September 9, 2004. FILED HEREWITH.
4.7	Amended and Restated Certificate of Incorporation of URS Corporation, a Nevada corporation, dated September 9, 2004. FILED HEREWITH.
4.8	Amended and Restated Certificate of Incorporation of URS Corporation Great Lakes, a Michigan corporation, dated September 9, 2004. FILED HEREWITH.
4.9	Amended and Restated Certificate of Incorporation of URS Corporation — Maryland, a Maryland corporation, dated September 9, 2004. FILED HEREWITH.
4.10	Amended and Restated Certificate of Incorporation of URS Corporation — Ohio, an Ohio corporation, dated September 9, 2004. FILED HEREWITH.
4.11	Amended and Restated Articles of Incorporation of URS Corporation Southern, a California corporation, dated September 9, 2004. FILED HEREWITH.
4.12	Amended and Restated Certificate of Incorporation of URS Group, Inc., a Delaware corporation, dated September 9, 2004. FILED HEREWITH.
4.13	Amended and Restated Certificate of Incorporation of URS Holdings, Inc., a Delaware corporation, dated September 9, 2004. FILED HEREWITH.
4.14	Amended and Restated Certificate of Incorporation of URS International, Inc., a Delaware corporation, dated September 9, 2004. FILED HEREWITH.
4.15	Amended and Restated Certificate of Incorporation of Lear Siegler Services, Inc., a Delaware corporation, dated September 9, 2004. FILED HEREWITH.

53

4.16	Amended and Restated Certificate of Incorporation of URS Operating Services, Inc., a Delaware corporation, dated September 9, 2004. FILED HEREWITH.
4.17	Amended and Restated Certificate of Incorporation of EG&G Defense Materials, Inc., a Utah corporation, dated September 9, 2004. FILED HEREWITH.
4.18	Amended and Restated Certificate of Incorporation of EG&G Technical Services, Inc., a Delaware corporation, dated September 9, 2004. FILED HEREWITH.
10.1	Form of Director Indemnification Agreement filed as Exhibit 10.4 to our Form 10-Q for the quarterly period ended on April 30, 2004 and incorporated by reference herein, dated as of August 6, 2004, between URS Corporation and Betsy Bernard.
10.2	Form of URS Corporation 1999 Equity Incentive Plan Restricted Stock Award Agreement, dated as of July 12, 2004, executed between URS Corporation and Martin M. Koffel for 75,000 shares of common stock. FILED HEREWITH.
10.3	Form of URS Corporation 1999 Equity Incentive Plan Restricted Stock Unit Award Agreement, dated as of July 12, 2004, executed between URS Corporation and Martin M. Koffel for 50,000 shares of deferred restricted stock units. FILED HEREWITH.
10.4	Form of URS Corporation 1999 Equity Incentive Plan Restricted Stock Award Agreement, dated as of July 12, 2004, executed as separate agreements between URS Corporation and each of Kent P. Ainsworth for 40,000 shares of common stock and Joseph Masters for 7,500 shares of common stock. FILED HEREWITH.
10.5	Form of URS Corporation 1999 Equity Incentive Plan Restricted Stock Award Agreement, dated as of July 12, 2004, executed as separate agreements between URS Corporation and each of Thomas W. Bishop for 7,500 shares of common stock, Reed N. Brimhall for 7,500 shares of common stock, Gary Jandegian for 15,000 shares of common stock, George Melton for 10,000 shares of common stock and Mary E. Sullivan for 7,500 shares of common stock. FILED HEREWITH.
10.6	Form of URS Corporation 1999 Equity Incentive Plan Nonstatutory Stock Option Agreement, dated as of July 12, 2004, executed between URS Corporation and Joseph Masters for 10,000 shares of common stock. FILED HEREWITH.
10.7	Forms of URS Corporation 1999 Equity Incentive Plan Nonstatutory Stock Option Agreement and Grant Notice, adopted July 12, 2004 as the standard forms under the 1999 Equity Incentive Plan, executed as separate agreements between URS Corporation and each of Thomas W. Bishop for 10,000 shares of common stock, Reed N. Brimhall for 10,000 shares of common stock, Gary Jandegian for 15,000 shares of common stock, Susan B. Kilgannon for 5,000 shares of common stock, George Melton for 10,000 shares of common stock, David C. Nelson for 5,000 shares of common stock, Olga Perkovic for 3,000 shares of common stock and Mary E. Sullivan for 10,000 shares of common stock. FILED HEREWITH.
10.8	URS Corporation 1999 Equity Incentive Plan, as amended, effective July 12, 2004. FILED HEREWITH.
31.1	Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.
31.2	Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.

54

32 Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. FILED HEREWITH.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	URS CORPORATION
Dated September 9, 2004	/s/ Kent P. Ainsworth
	Kent P. Ainsworth
	Executive Vice President,
	Chief Financial Officer and Secretary

55

Exhibit No.	Description
4.1	Amended and Restated Articles of Incorporation of Aman Environmental Construction, Inc., a California corporation, dated September 9, 2004.
4.2	Amended and Restated Articles of Incorporation of Banshee Construction Company, Inc., a California corporation, dated September 9, 2004.
4.3	Amended and Restated Articles of Incorporation of Cleveland Wrecking Company, a California corporation, dated September 9, 2004.
4.4	Amended and Restated Limited Liability Company Agreement for URS Resources, LLC, a Delaware limited liability company, dated September 9, 2004.
4.5	Amended and Restated Limited Liability Company of Radian International LLC, a Delaware limited liability company, dated September 9, 2004.
4.6	Amended and Restated Certificate of Incorporation of Signet Testing Laboratories, Inc. a Delaware corporation, dated September 9, 2004.
4.7	Amended and Restated Certificate of Incorporation of URS Corporation, a Nevada corporation, dated September 9, 2004.
4.8	Amended and Restated Certificate of Incorporation of URS Corporation Great Lakes, a Michigan corporation, dated September 9, 2004.
4.9	Amended and Restated Certificate of Incorporation of URS Corporation — Maryland, a Maryland corporation, dated September 9, 2004.
4.10	Amended and Restated Certificate of Incorporation of URS Corporation — Ohio, an Ohio corporation, dated September 9, 2004.
4.11	Amended and Restated Articles of Incorporation of URS Corporation Southern, a California corporation, dated September 9, 2004.
4.12	Amended and Restated Certificate of Incorporation of URS Group, Inc., a Delaware corporation, dated September 9, 2004.
4.13	Amended and Restated Certificate of Incorporation of URS Holdings, Inc., a Delaware corporation, dated September 9, 2004.
4.14	Amended and Restated Certificate of Incorporation of URS International, Inc., a Delaware corporation, dated September 9, 2004.
4.15	Amended and Restated Certificate of Incorporation of Lear Siegler Services, Inc., a Delaware corporation, dated September 9, 2004.
4.16	Amended and Restated Certificate of Incorporation of URS Operating Services, Inc., a Delaware corporation, dated September 9, 2004.
4.17	Amended and Restated Certificate of Incorporation of EG&G Defense Materials, Inc., a Utah corporation, dated September 9, 2004.
4.18	Amended and Restated Certificate of Incorporation of EG&G Technical Services, Inc., a Delaware corporation, dated September 9, 2004.

Exhibit No.	Description
10.2	Form of URS Corporation 1999 Equity Incentive Plan Restricted Stock Award Agreement, dated as of July 12, 2004, executed between URS Corporation and Martin M. Koffel for 75,000 shares of common stock.
10.3	Form of URS Corporation 1999 Equity Incentive Plan Restricted Stock Unit Award Agreement, dated as of July 12, 2004, executed between URS Corporation and Martin M. Koffel for 50,000 shares of deferred restricted stock units.
10.4	Form of URS Corporation 1999 Equity Incentive Plan Restricted Stock Award Agreement, dated as of July 12, 2004, executed as separate agreements between URS Corporation and each of Kent P. Ainsworth for 40,000 shares of common stock and Joseph Masters for 7,500 shares of common stock.
10.5	Form of URS Corporation 1999 Equity Incentive Plan Restricted Stock Award Agreement, dated as of July 12, 2004, executed as separate agreements between URS Corporation and each of Thomas W. Bishop for 7,500 shares of common stock, Reed N. Brimhall for 7,500 shares of common stock, Gary Jandegian for 15,000 shares of common stock, George Melton for 10,000 shares of common stock and Mary E. Sullivan for 7,500 shares of common stock.
10.6	Form of URS Corporation 1999 Equity Incentive Plan Nonstatutory Stock Option Agreement, dated as of July 12, 2004, executed between URS Corporation and Joseph Masters for 10,000 shares of common stock.
10.7	Forms of URS Corporation 1999 Equity Incentive Plan Nonstatutory Stock Option Agreement and Grant Notice, adopted July 12, 2004 as the standard forms under the 1999 Equity Incentive Plan, executed as separate agreements between URS Corporation and each of Thomas W. Bishop for 10,000 shares of common stock, Reed N. Brimhall for 10,000 shares of common stock, Gary Jandegian for 15,000 shares of common stock, Susan B. Kilgannon for 5,000 shares of common stock, George Melton for 10,000 shares of common stock, David C. Nelson for 5,000 shares of common stock, Olga Perkovic for 3,000 shares of common stock and Mary E. Sullivan for 10,000 shares of common stock.
10.8	URS Corporation 1999 Equity Incentive Plan, as amended, effective July 12, 2004.
31.1	Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-4.1

                                                                     EXHIBIT 4.1

                           AMENDED AND RESTATED BYLAWS
                                       OF

                      AMAN ENVIRONMENTAL CONSTRUCTION, INC.

                            A California Corporation
                 (Amended and Restated as of September 9, 2004)

                                    ARTICLE I
                                     OFFICES

      Section 1.01 PRINCIPAL OFFICE. The principal executive office of the
Corporation is hereby fixed and located at 911 Wilshire Blvd., 7th Floor, Los
Angeles, California 90017. The Board of Directors is hereby granted full power
and authority to change said principal office from one location to another at
any place or places where the Corporation is qualified to do business.

      Section 1.02 OTHER OFFICES. Branch or subordinate offices may at any time
be established by the Board of Directors at any place or places where the
Corporation is qualified to do business.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

      Section 2.01 PLACE OF MEETINGS. All meetings of shareholders shall be held
either at the principal executive office or at any other place within or without
the State of California which may be designated by the Board of Directors, or by
the shareholders by obtaining written consent of all the persons entitled to
vote thereat.

      Section 2.02 ANNUAL MEETINGS. The annual meetings of shareholders shall be
held on a date and time designated by the Board of Directors; provided, however,
that should said day fall upon a Saturday, Sunday or legal holiday under the
laws of the State of California or the United States of America, then such
annual meeting of shareholders shall be held at the same time and place on the
next day thereafter ensuing which is not a Saturday, Sunday or legal holiday.

      Notice of each annual meeting shall be given to each shareholder entitled
to vote thereat, either personally or by first-class mail or other means of
written communication, charges prepaid, addressed to such shareholder at the
address appearing on the books of the Corporation for such shareholder or given
by such shareholder to the Corporation for the purpose of notice. If no such
address appears or is given, notice shall be deemed to have been given such
shareholder if sent by mail or other means of written communication addressed to
the place where the principal executive office of the Corporation is situated,
or if published at least once in some newspaper of general circulation in the
county in which said office is located.



      All such notices shall be delivered personally, or deposited in the mail
or sent by other means of written communication, to each shareholder entitled to
vote thereat, not less than ten (10) nor more than sixty (60) days before such
annual meeting, and shall specify the place, date and hour of such meeting and
those matters which the Board of Directors, at the time of giving of such
notice, intends to present for action by the shareholders, including the names
of nominees intended at the time of such notice to be presented by the Board of
Directors for election to the Board of Directors. Such notice shall also state
the general nature of the business or proposal to be considered or acted upon at
such meeting before action may be taken at such meeting on:

            (a) A proposal to approve a contract or other transaction between
the Corporation and one (1) or more directors or any corporation, firm or
association in which one or more directors has a material financial interest;

            (b) A proposal to amend the Articles of Incorporation;

            (c) A proposal to approve a reorganization of the Corporation;

            (d) A proposal to wind up and dissolve the Corporation; or

            (e) A proposal to approve a plan of distribution of the shares,
obligations or securities of any other corporation, or assets other than money,
which is not in accordance with the liquidation rights of any preferred shares
as specified in the Articles of Incorporation, in the process of the winding up
of the Corporation.

      Section 2.03 SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes whatsoever, may be called at any time by the Chairman of
the Board (if there shall be such an officer), the President, the Board of
Directors or by one or more shareholders entitled to cast not less than ten
percent (10%) of the votes at the meeting. Upon request in writing to the
Chairman of the Board, the President, any Vice-President or the Secretary by any
person, other than the Board of Directors, entitled to call a special meeting of
shareholders, such officer shall cause notice to be given forthwith, but in no
event later than twenty (20) days after receipt of the request, that a meeting
will be held at the time requested by the person or persons calling the meeting,
which time shall be not less than thirty-five (35) and not more than sixty (60)
days after receipt of the request. Except in special cases where other express
provision is made by statute and as set forth herein, notice of such special
meetings shall be given in the same manner as for annual meetings of
shareholders. Notices of any special meeting shall specify, in addition to the
place, date and hour of such meeting, the general nature of the business to be
transacted.

      Section 2.04 ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by a vote of a majority of the shares, the holders of which
are either present in person or by proxy thereat, but in the absence of a
quorum, no other business may be transacted at any such meeting except as
provided in Section 2.07 of this Article.



      When any shareholders' meeting, either annual or special, is adjourned for
forty-five (45) days or less, the time and place of the adjourned meeting shall
be announced at the meeting at which the adjournment is taken. When any
shareholders' meeting, either annual or special, is adjourned for more than
forty-five (45) days, or if after the adjournment a new record date is fixed for
the adjourned meeting, notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the adjourned meeting as in the case
of an original meeting. Except as aforesaid, it shall not be necessary to give
any notice of an adjournment or of the business to be transacted at an adjourned
meeting, and at the adjourned meeting the Corporation may transact any business
which might have been transacted at the original meeting.

      Section 2.05 ENTRY OF NOTICE OF DELIVERY. An affidavit executed by the
Secretary, any Assistant Secretary or any transfer agent to the effect that any
notice or report required to be given to a shareholder by law or the Bylaws of
the Corporation was duly given to such shareholder shall be sufficient evidence
that such notice or report was duly given to such shareholder. If any notice or
report addressed to a shareholder at the address of such shareholder appearing
on the books of the Corporation is returned to the Corporation by the United
States Postal Service marked to indicate that the United States Postal Service
is unable to deliver the notice or report to the shareholder at such address,
all future notices or reports shall be deemed to have been duly given without
further mailing if the same shall be available for the shareholder upon written
demand of the shareholder at the principal executive office of the Corporation
for a period of one (1) year from the date of the giving of the notice or report
to all other shareholders.

      Section 2.06 VOTING. Except as otherwise provided in the Articles of
Incorporation and in this Section 2.06, at all meetings of shareholders every
shareholder entitled to vote shall have the right to vote in person or by proxy
the number of shares standing in his or her name on the stock records of the
Corporation. Such vote may be given by viva voce or by ballot; provided,
however, that all elections for directors shall be by ballot upon demand made by
a shareholder at any election and before the voting begins.

      At any election of directors of the Corporation, if the candidate or
candidates' names have been placed in nomination prior to the voting and any
shareholder has given notice at the meeting prior to the voting of his or her
intention to cumulate votes, each shareholder entitled to vote shall have the
right to cast as many votes as shall equal the number of votes to which his or
her shares are normally entitled multiplied by the number of directors to be
elected, and he or she may cast all of such votes for a single candidate or may
distribute them among some or all of the candidates as he or she sees fit. The
candidates receiving the highest number of affirmative votes up to the number of
directors to be elected shall be elected.

      The affirmative vote of the majority of the shares represented and voting
at a duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the shareholders, unless the vote of a greater number is required
by law or the Articles of Incorporation, and except as set forth in Section 2.07
of this Article and at elections of directors as set forth in this Section 2.06.



      Section 2.07 QUORUM. The presence in person or by proxy of the holders of
a majority of the shares entitled to vote at any meeting shall constitute a
quorum for the transaction of business. The shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum, if any action taken, other than adjournment, is
approved by at least a majority of the shares required to constitute a quorum.

      Section 2.08 CONSENT OF ABSENTEES. The proceedings and transactions of any
meeting of shareholders, either annual or special, however called and noticed
and wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present either in person or by proxy and
if, either before or after the meeting, each of the persons entitled to vote,
not present in person or by proxy, signs a written waiver of notice, a consent
to the holding of such meeting or an approval of the minutes thereof. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of shareholders need be specified in any written waiver of notice,
consent to the holding of the meeting or approval of the minutes thereof unless
otherwise provided in the Articles of Incorporation or Bylaws, except for the
matters referred to in subparagraphs (a) through (e) of Section 2.02 of this
Article. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

      Attendance of a person at a meeting shall constitute a waiver of notice of
and presence at such meeting, except when the person objects at the beginning of
the meeting to the transaction of any business because the meeting is not
lawfully called or convened, and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters required by law to
be included in the notice but not so included, if such objection is expressly
made at the meeting.

      Section 2.09 ACTION WITHOUT MEETING. Any action which may be taken at any
annual or special meeting of the shareholders may be taken without a meeting and
without prior notice, if authorized by a written consent selling forth the
action so taken, signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted, and filed with the Secretary of the Corporation; provided,
however, that directors may not be elected by written consent except by
unanimous written consent of all shares entitled to vote for the election of
directors, except that a vacancy on the Board of Directors (other than a vacancy
created by removal of a director) not filled by the Board of Directors may be
filled by the written consent of a majority of the outstanding shares entitled
to vote. Any shareholder giving a written consent, such shareholder's
proxyholders, a transferee of the shares or a personal representative of such
shareholder or their respective proxyholders, may revoke any such consent by a
writing received by the Corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the Corporation, but may not do so thereafter. Such
revocation shall be effective upon its receipt by the Secretary of the
Corporation.

      Unless the consents of all shareholders entitled to vote have been
solicited in writing and have been received, prompt notice shall be given, in
the same manner as for annual



meetings of shareholders except as set forth in this Section 2.09, to those
shareholders entitled to vote who have not consented in writing, of the taking
of any corporate action approved by shareholders without a meeting. Such notice
shall be given at least ten (10) days before the consummation of the action
authorized by such approval with respect to the following:

            (a) Approval of any transaction referred to in subparagraphs a), (c)
or (e) of Section 2.02 of this Article; or

            (b) Approval required by law of the indemnification of any person.

      Section 2.10 PROXIES. Every person entitled to vote or execute consents
shall have the right to do so either in person or by an agent or agents
authorized by a written proxy executed by such person or his or her duly
authorized agent; provided, however, that no such proxy shall be valid after the
expiration of eleven (11) months from the date of its execution, unless the
shareholder executing it specifies therein the length of time for which such
proxy is to continue in force.

                                   ARTICLE III
                                    DIRECTORS

      Section 3.01 POWERS. Subject to limitations of the Articles of
Incorporation, of the Bylaws and of the California General Corporation Law as to
action to be authorized or approved by the shareholders or by the outstanding
shares, and subject to the duties of directors as prescribed by the Bylaws, the
business and affairs of the Corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board of Directors.
Without prejudice to such general powers, but subject to the same limitations,
it is hereby expressly declared that the directors shall have the following
powers:

            (a) To select and remove all other officers, agents and employees of
the Corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Articles of Incorporation or the Bylaws, fix
their compensation and require from them security for faithful service;

            (b) To conduct, manage and control the affairs and business of the
Corporation, and to make such rules and regulations therefor not inconsistent
with law, the Articles of Incorporation or the Bylaws, as they may deem best;

            (c) To change the principal office for the transaction of the
business of the Corporation from one location to another within or without the
State of California, as provided in Article I, Section 1.01 hereof; to fix and
locate from time to time one or more branch or subsidiary offices of the
Corporation within or without the State of California, as provided in Article I,
Section 1.02 hereof; to designate any place within or without the State of
California for the holding of any shareholders' meetings; and to adopt, make and
use a corporate seal, to prescribe the form of certificates of stock and to
alter the form of such seal and of such stock certificates from time to time as
in their judgment they may deem best, provided such seal and such certificates
shall at all times comply with the provisions of law;



            (d) To authorize the issue of stock of the Corporation from time to
time, upon such terms as may be lawful, in consideration of money paid, labor
done, services actually rendered to the Corporation or for its benefit or in its
formation or reorganization, debts or securities cancelled, tangible or
intangible property actually received either by the Corporation or by a
wholly-owned subsidiary, or as a share dividend, or upon a stock split, reverse
stock split, reclassification or conversion of outstanding shares into shares of
another class, exchange of outstanding shares for shares of another class, or
other change affecting outstanding shares;

            (e) To borrow money and incur indebtedness for the purposes of the
Corporation and to cause to be executed and delivered therefor, in the Corporate
name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations or other evidences of debt and security therefor; and

            (f) To designate one or more committees and to appoint members and
alternate members therefor, by resolution adopted by a majority of the
authorized number of directors, each committee consisting of two (2) or more
directors and any alternate directors as may be designated to replace any absent
members at any meeting thereof, to serve at the pleasure of the Board of
Directors and to delegate to any such committee any of the powers and authority
of the Board of Directors in the management of the business and affairs of the
Corporation, except the following powers: to approve any action which by law or
by these Bylaws also requires shareholders' approval or approval of the
outstanding shares, to fill vacancies on the Board of Directors or any committee
thereof, to fix the compensation of directors for serving on the Board of
Directors or any committee thereof, to amend or repeal bylaws or adopt new
bylaws, to amend or repeal any resolution of the Board of Directors which by its
express terms is not so amendable or repealable, to authorize a distribution to
the shareholders of the Corporation (other than a dividend in shares of the
Corporation) except at a rate or in a periodic amount or within a price range
determined by the Board of Directors or to appoint other committees of the Board
of Directors or the members thereof.

      Section 3.02 NUMBER AND QUALIFICATIONS OF DIRECTORS. The authorized number
of directors shall be determined from time to time by resolution of the Board of
Directors, provided that the Board of Directors shall consist of at least one
member.

      Section 3.03 ELECTION AND TERM OF OFFICE. The directors shall be elected
at each annual meeting of the shareholders, but if any such annual meeting is
not held or the directors are not elected thereat, the directors may be elected
at any special meeting of the shareholders held for that purpose. Each director
shall hold office until the expiration of the term for which elected and until
his or her successor is elected and qualified or until he or she is removed from
office. No director may be removed prior to the expiration of his or her term of
office, except as permitted by law.

      Section 3.04 VACANCIES. Vacancies in the Board of Directors, other than
those created by the removal of a director, may be filled by a majority of the
remaining directors,



though less than a quorum, or by a sole remaining director, and each director so
elected shall hold office until his successor is elected at an annual or special
meeting of the shareholders.

      A vacancy or vacancies in the Board of Directors shall be deemed to exist
when any authorized position of director is not filled by a duly elected and
acting director, whether caused by the death, resignation or removal of any
director, increase in the authorized number of directors, failure of the
shareholders, at any annual or special meeting of shareholders at which any
director or directors are elected, to elect the full authorized number of
directors to be voted for at that meeting or otherwise.

      The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies created by the removal of a director or not filled by the
directors, but any such election by written consent other than to fill a vacancy
created by removal shall require the written consent of a majority of the
outstanding shares entitled to vote. If the resignation of a director is given
to take effect at a future time, the Board of Directors or the shareholders
shall have power to elect a successor to take office when the resignation is to
become effective.

      No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of his or her term of office.

      Section 3.05 PLACE OF MEETING. Meetings of the Board of Directors or any
committee thereof shall be held at any place within or without the State of
California which has been designated in the notice of the meeting or, if not
stated in the notice or there is no notice, from time to time by resolution of
the Board of Directors or committee, as the case may be. In the absence of such
designation, meetings shall be held at the principal executive office of the
Corporation.

      Section 3.06 ORGANIZATION MEETING. Immediately following each annual
meeting of shareholders, the Board of Directors shall hold a regular meeting for
the purpose of organization, election of officers and the transaction of other
business. Notice of such meetings is hereby dispensed with.

      Section 3.07 OTHER REGULAR MEETINGS. Other regular meetings of the Board
of Directors and regular meetings of committees of the Board of Directors shall
be held without call on such dates as may be fixed by the Board of Directors or
the committee, as the case may be. Notice of all such regular meetings of the
Board of Directors and committees thereof is hereby dispensed with.

      Section 3.08 SPECIAL MEETINGS. Special meetings of the Board of Directors
for any purpose or purposes may be called at any time by the Chairman of the
Board (if there be such an officer), by the President, by any Vice-President, by
the Secretary or by any two directors. Special meetings of any committee of the
Board of Directors for any purpose or purposes may be called at any time by the
President, by the Chairman or by any vice-chairman of the committee, by the
Secretary or by any two members of the committee.

      Notice of the time and place of special meetings shall be delivered
personally to all directors or committee members as the case may be, either in
writing or orally or by



telephone, or shall be sent to each such director by first-class mail or
telegraph, charges prepaid, addressed to him or her at his or her address as it
is shown upon the records of the Corporation or, if it is not shown on such
records or is not readily ascertainable, at the place in which the meetings of
the directors are regularly held. In case such notice is mailed, it shall be
deposited with the United States Postal Service in the place where the principal
office of the Corporation is located at least four (4) days prior to the time of
the holding of the meeting. In case such notice is delivered by telegraph or
personally as above provided, it shall be delivered to the telegraph company in
the place where the principal office of the Corporation is located or delivered
personally at least forty-eight (48) hours prior to the time of the holding of
the meeting.

      Such notice need not specify the purpose of the special meeting. Such
mailing, telegraphing or personal delivery as above provided shall be due,
timely, legal and personal notice to such director.

      Section 3.09 NOTICE OF ADJOURNMENT. Unless a directors' or committee
meeting has been adjourned for more than twenty-four (24) hours, notice of the
time and place of holding an adjourned meeting need not be given to absent
directors or committee members if the time and place be fixed at the meeting
adjourned. If the meeting has been adjourned for more than twenty-four (24)
hours, notice of such adjournment and the time and place of the adjourned
meeting shall be given prior to the time of the adjourned meeting to all
directors or committee members who were not present at the time of the
adjournment, in the same manner as provided in Section 3.08 of this Article for
special meetings of the Board of Directors or committee thereof.

      Section 3.10 ENTRY OF NOTICE. Whenever any director has been absent from
any special meeting of the Board of Directors or committee thereof, an affidavit
executed by the Secretary or any Assistant Secretary to the effect that notice
has been duly given as required by law and the Bylaws of the Corporation shall
be sufficient evidence that due notice of such special meeting was given to such
director.

      Section 3.11 WAIVER OF NOTICE. The transactions of any meeting of the
Board of Directors or committee thereof, however called and noticed and wherever
held, shall be as valid as though had at a meeting duly held after regular call
and notice, if a quorum be present and if, either before or after the meeting,
each of the directors or committee members not present, and each director or
committee member who is present but did not receive due notice thereof and
protests such lack of notice prior to such meeting or at its commencement, signs
a written waiver of notice, a consent to holding such meeting or an approval of
the minutes thereof. Such waiver of notice need not specify the purpose of the
meeting. All such waivers, consents or approvals shall be filed with the
Corporate records or made a part of the minutes of the meeting.

      Section 3.12 QUORUM. A majority of the authorized number of directors on
the Board of Directors or any committee thereof shall be necessary to constitute
a quorum for the transaction of business by such Board or committee, as the case
may be. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors or committee
members, if any action taken is approved by at least a majority of the required
quorum for such meeting. Subject to the foregoing sentence of this



      Section 3.12, every act or decision done or made by a majority of the
directors or committee members present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Directors or committee
thereof, as the case may be, unless a greater number be required by law, the
Articles of Incorporation or the Bylaws. Directors shall be deemed present at
any meeting of the Board of Directors or any committee thereof and may
participate therein if present through use of conference telephone or similar
communications equipment, so long as all directors participating in such meeting
can hear one another.

      Section 3.13 ADJOURNMENT. A majority of the directors or committee members
present, whether or not a quorum is present, may adjourn any directors' or
committee meeting to meet again at a stated time, place and hour.

      Section 3.14 ACTION WITHOUT MEETING. Any action required or permitted to
be taken by the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or such committee shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board of Directors or such committee, as the case may be. Such action by written
consent shall have the same force and effect as a unanimous vote of such
directors or committee members.

      Section 3.15 FEES AND COMPENSATION. Directors shall not receive any stated
salary for their services as directors but, by resolution of the Board of
Directors, a fixed fee, with or without expenses of attending, may be allowed
for attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity as an
officer, agent, employee or otherwise and receiving compensation therefor.

                                   ARTICLE IV
                                    OFFICERS

      Section 4.01 OFFICERS. The officers of the Corporation shall be the
President, the Secretary and the Chief Financial Officer.

      The Corporation may also have, at the discretion of the Board of
Directors, a Chairman of the Board, one or more Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Chief Financial Officers and such
other officers as may be appointed in accordance with the provisions of Section
4.03 of this Article. Officers other than the President and Chairman of the
Board need not be directors. One person may hold two or more offices.

      Section 4.02 ELECTIONS. The officers of the Corporation shall be chosen by
the Board of Directors and each shall hold his or her office until his or her
successor is appointed or until he or she resigns or is removed from office.

      Section 4.03 SUBORDINATE OFFICERS. The Board of Directors may appoint such
other officers as the business of the Corporation may require, each of whom
shall hold



office for such period, have such authority and perform such duties as are
provided in the Bylaws or as the Board of Directors may from time to time
determine.

      Section 4.04 REMOVAL AND RESIGNATION. Any officer may be removed, either
with or without cause, by a majority of the directors at the time in office, at
a regular or special meeting of the Board of Directors or, except in case of an
officer chosen by the Board of Directors, by any officer upon whom such power of
removal may be conferred by the Board of Directors.

      Any officer may resign at any time by giving written notice to the Board
of Directors, the President or the Secretary of the Corporation. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

      Section 4.05 VACANCIES. A vacancy in any office because of death,
resignation, removal or any other cause shall be filled by the Board of
Directors at a regular or special meeting.

      Section 4.06 CHAIRMAN OF THE BOARD. The Chairman of the Board, if there
shall be such an officer, shall, if present, preside at all meetings of the
Board of Directors, and exercise and perform such other powers and duties as may
from time to time be assigned to him or her by the Board of Directors or as
prescribed by the Bylaws.

      Section 4.07 PRESIDENT. Subject to such supervisory powers, if any, as may
be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the general manager and chief executive
officer of the Corporation and shall, subject to the control of the Board of
Directors, have general supervision, direction and control of the business and
affairs of the Corporation. He or she shall preside at all meetings of the
shareholders, and in the absence of the Chairman of the Board, or if there be
none, at all meetings of the Board of Directors. He or she shall be ex officio a
member of all the standing committees of the Board of Directors, including the
executive committee, if any, shall have the general powers and duties of
management usually vested in the office of president of a corporation and shall
have such other powers and duties as may be prescribed by the Board of Directors
or the Bylaws.

      Section 4.08 VICE-PRESIDENT. In the absence or disability of the
President, the Vice-Presidents if there shall be any such officers, in order of
their rank as fixed by the Board of Directors or, if not ranked, the
Vice-President designated by the Board of Directors shall perform all the duties
of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice-Presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or the Bylaws.

      Section 4.09 SECRETARY. The Secretary shall keep, or cause to be kept, a
book of minutes in written form at the principal executive office of the
Corporation, of all meetings of directors, committees of the Board of Directors
and shareholders, with the time and place of holding, whether regular or
special, and if special how authorized, the notice thereof



given, the names of those directors and shareholders present, the names of those
present at directors' or committee meetings, the number of shares present or
represented at shareholders' meetings and the proceedings thereof.

      The Secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the Corporation's transfer agent or registrar of
shares, a share register, or a duplicate share register, in written form or in
any other form capable of being converted into written form, showing the names
of the shareholders and their addresses, and the number and classes of shares
held by each of them.

      The Secretary shall give or cause to be given notice of all meetings of
shareholders and the Board of Directors, as required by the Bylaws or by law to
be given, and he or she shall keep the seal of the Corporation in safe custody
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or the Bylaws.

      Section 4.10 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
keep and maintain, or cause to be kept and maintained, in written form or in any
other form capable of being convened into written form, adequate and correct
books and records of account of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus and shares.

      The Chief Financial Officer shall deposit all monies and other valuables
in the name and to the credit of the Corporation with such depositories as may
be designated by the Board of Directors. He or she shall disburse the funds of
the Corporation as may be ordered by the Board of Directors and shall render to
the President and directors, as required by Section 5.05 of Article V of these
Bylaws and at such other times as they may request, an account of all of his or
her transactions as Chief Financial Officer and of the financial condition of
the Corporation, and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or the Bylaws.

                                    ARTICLE V

                                  MISCELLANEOUS

      Section 5.01 RECORD DATE. The Board of Directors may fix a time in the
future as a record date for the determination of the shareholders entitled to
notice of and to vote at any meeting of shareholders, or to receive any
dividend, distribution or allotment of rights, or to exercise rights in respect
of any other lawful action. The record date so fixed shall not be more than
sixty (60) nor less than ten (10) days prior to the date of the meeting, nor
more than sixty (60) days prior to any other action, for which it is fixed. When
a record date is so fixed, only shareholders of record at the close of business
on the record date shall be entitled to notice of and to vote at such meeting,
or to receive such dividend, distribution or allotment of rights, or to exercise
such rights, as the case may be, notwithstanding any transfer of any shares on
the books of the Corporation after the record date, except as otherwise provided
in the Articles of Incorporation or by agreement or by law. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting unless the Board of
Directors fixes a new record date for the adjourned meeting, but the Board of
Directors shall fix a new



record date if the meeting is adjourned for more than forty-five (45) days from
the date set for the original meeting.

      Section 5.02 INSPECTION OF CORPORATE RECORDS. The record of shareholders,
the accounting books and records, and minutes of proceedings of the
shareholders, the Board of Directors and committees of the Board of Directors,
shall be open to inspection in written form upon the written demand of any
shareholder or holder of a voting trust certificate, at any reasonable time
during usual business hours, for a purpose reasonably related to his or her
interests as a shareholder or holder of a voting trust certificate. Such
inspection may be made in person or by an agent or attorney and shall include
the right to copy and make extracts. Demand of inspection shall be made in
writing upon the President, Secretary or Assistant Secretary of the Corporation.

      A shareholder or shareholders holding at least five percent (5%) in the
aggregate of the outstanding voting shares of the Corporation shall have an
absolute right to do either or both of the following: (i) inspect and copy the
record of shareholders' names and addresses and shareholdings during usual
business hours upon five (5) business days' prior written demand upon the
Corporation, or (ii) obtain from the transfer agent for the Corporation, if any,
upon written demand and upon the tender of its usual charges for such a list, a
list of the names and addresses of the shareholders who are entitled to vote for
the election of directors, and their shareholdings, as of the most recent record
date for which it has been compiled or as of a date specified by the shareholder
subsequent to the date of demand, which list shall be made available on or
before the later of five (5) business days after the demand is received or the
date specified therein as the date as of which the list is to be compiled.

      Every director shall have the absolute right at any reasonable time to
inspect in written form and copy all books, records and documents of every kind
and to inspect the physical properties of the Corporation and its subsidiary
corporations, domestic or foreign. Such inspection may be made in person or by
agent or attorney, and the right of inspection includes the right to copy and
make extracts.

      Section 5.03 CHECKS, DRAFTS AND NOTES. All checks, drafts or other orders
for payment of money, notes or other evidences of indebtedness issued in the
name of or payable to the Corporation shall be signed or endorsed by such person
or persons and in such manner as, from time to time, shall be determined by
resolution of the Board of Directors.

      Section 5.04 SEAL. The Corporation shall have a common seal, and shall
have inscribed thereon the name of the Corporation, the date of its
incorporation and the word California.

      Section 5.05 FINANCIAL REPORTS. The Chief Financial Officer shall prepare
and submit, or cause to be prepared and submitted, to the Board of Directors,
not later than one hundred twenty (120) days after the close of each fiscal year
of the Corporation, an annual report containing a balance sheet as of the end of
that fiscal year and an income statement and statement of changes in financial
position for that fiscal year, accompanied by the report thereon, if any, of any
independent accountants engaged by the Corporation or the



certificate of an authorized officer of the Corporation that the financial
statements were prepared without audit from the books and records of the
Corporation. The requirement of Section 1501 of the California General
Corporation Law that the Board of Directors shall cause the annual report to be
sent to the shareholders not later than one hundred twenty (120) days after the
close of the Corporation's fiscal year and at least fifteen (15) days prior to
the annual meeting of shareholders is hereby expressly waived until such time as
the Corporation has one hundred (100) or more holders of record of its shares.

      A shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of the Corporation may make a written request to
the Corporation for an income statement of the Corporation for the three-month,
six-month or nine-month period of the current fiscal year ended more than thirty
(30) days prior to the date of the request and a balance sheet of the
Corporation as of the end of such period and, in addition, if no annual report
for the last fiscal year has been sent to shareholders, such annual report,
accompanied by the report thereon, if any, of any independent accountants
engaged by the Corporation or the certificate of an authorized officer of the
Corporation that such financial statements were prepared without audit from the
books and records of the Corporation. The annual report or statements so
requested shall be delivered or mailed to the person making the request within
thirty (30) days thereafter.

      A copy of each such annual, semi-annual, and quarterly financial statement
shall be kept on file for a period of twelve (12) months after delivery to the
Board of Directors, and shall be exhibited at all reasonable times to any
shareholder demanding an examination thereof or mailed to such shareholder
demand shall be made in writing upon the President, Secretary or Assistant
Secretary of the Corporation.

      Section 5.06 EXECUTION OF DOCUMENTS. The Board of Directors, except as the
Bylaws or Articles of Incorporation otherwise provide, may authorize any officer
or officers, or agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the Corporation, and, such authority
may be general or confined to specific instances; and unless so authorized by
the Board of Directors, no officer, agent, or employee shall have any power or
authority to bind the Corporation by any contact or agreement or to pledge its
credit to render it liable for any purpose or to any amount.

      Section 5.07 CERTIFICATES OF STOCK. A certificate or certificates for
shares of the capital stock of the Corporation shall be issued to each
shareholder when any such shares are fully paid. All such certificates shall be
signed by the Chairman of the Board or the President or a Vice-President, and by
the Chief Financial Officer or an Assistant Chief Financial Officer, Secretary
or an Assistant Secretary, or shall be authenticated by facsimiles of such
signatures.

      Certificates for shares may be issued prior to full payment thereof, under
such restrictions and for such purposes as the Board of Directors or the Bylaws
may provide; provided, however, that any such certificates so issued prior to
full payment shall state the total amount of the consideration to be paid
therefor and the amount paid thereon, and such statement shall be conspicuous.



      There shall also appear on each certificate, to the extent applicable,
statements: that the shares represented thereby are subject to restrictions upon
transfer, to an irrevocable proxy under Section 705(e) of the California General
Corporation Law, or to restrictions upon voting rights contractually imposed by
the Corporation; that such shares are redeemable or assessable or subject to
conversion and the period for conversion, and any such statement that such
shares are subject to restrictions upon transfer or are assessable shall be
conspicuous. If the shares of the Corporation are classified or if any class of
shares has two or more series, there shall also appear on each certificate the
office or agency of the Corporation from which shareholders may obtain, upon
request and without charge, a statement of the rights, preferences, privileges
and restrictions granted to or imposed upon each class or series of shares
authorized to be issued and upon the holders thereof.

      Section 5.08 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The President
or any Vice-President and the Secretary or Assistant Secretary of this
Corporation are authorized to vote, represent and exercise on behalf of this
Corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this Corporation. The authority herein
granted to said officers to vote or represent on behalf of this Corporation any
and all shares held by this Corporation in any other corporation or corporations
may be exercised either by such officers in person or by any person authorized
so to do by proxy or power of attorney duly executed by said officers.

      Section 5.09 INSPECTION OF BYLAWS. The Corporation shall keep in its
principal executive office in the State of California, or if there be no such
office at its principal business office in such State, the original or a copy of
the Bylaws as amended to date, which shall be open to inspection by the
shareholders at all reasonable times during office hours. If the principal
executive office is outside such State and the Corporation has no principal
business office in such State, the Corporation shall upon the written request of
any shareholder, made in writing upon the President, Secretary or Assistant
Secretary of the Corporation, furnish to such shareholder a copy of the Bylaws
as amended to date.

      Section 5.10 INDEMNIFICATION.

            (a) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director or officer of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees) judgments, damages, settlements and other amounts actually incurred by
such person in connection with such action, if such person acted in good faith
and in a manner such person believed to be in the best interests of the
Corporation and its shareholders; provided, however, that no indemnification
shall be made under this Subsection (a) for any of the following:

                  (1) Of amounts paid in satisfaction of any judgment or fine in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation in the performance of such person's
duty to the Corporation and its



shareholders, if and to the extent that the indemnification is not permissible
under the General Corporation Law of California.

                  (2) Of expenses incurred in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Corporation in the performance of such person's duty to the Corporation and its
shareholders unless and only to the extent that the court in which such
proceeding is or was pending shall determine upon application that, in view of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for expenses and then only to the extent that the court shall
determine.

                  (3) Of amounts paid in settling or otherwise disposing of a
pending action without court approval.

                  (4) Of expenses incurred in defending a pending action which
is settled or otherwise disposed of without court approval.

            (b) The Corporation shall also indemnify any person who was or is a
party or is threatened to be made a party to any proceeding, whether threatened,
pending or completed, and whether civil, criminal, administrative or
investigative, other than an action by or in the right of the Corporation to
procure a judgment in its favor, by reason of the fact that such person is or
was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with such
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in the best interests of the Corporation and, in the
case of a criminal proceeding, had no reasonable cause to believe the conduct of
such person was unlawful. The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which the person reasonably believed to be in the best interests
of the Corporation or that the person had reasonable cause to believe that his
or her conduct was unlawful.

            (c) To the extent that any person has been successful on the merits
in defense of any proceeding referred to in Subsection (a) or (b) or in defense
of any claim, issue or matter therein, such person shall be indemnified against
expenses actually and reasonably incurred by such person in connection
therewith.

            (d) The Corporation may advance expenses incurred in any proceeding
covered by this Section 10 upon receipt of an undertaking by or on behalf of the
person receiving the advance to repay such amount if it shall be ultimately
determined that such person is not entitled to be indemnified as provided in
this Section.

            (e) Except as provided in Subsection (c), no indemnification shall
be made under this Section in any circumstance where it appears:



                  (1) that it would be inconsistent with a provision of the
articles of incorporation, a resolution of the shareholders or an agreement in
effect at the time of the accrual of the alleged cause of action in the
proceeding in which the expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification.

                  (2) that it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.

            (f) The indemnity provided for under this Section 10 shall be in
addition to any indemnity to which any person may be entitled under any
agreement, any law other than the General Corporation Law of California or
otherwise.

                                   ARTICLE VI
                                   AMENDMENTS

      Section 6.01 POWER OF SHAREHOLDERS. New Bylaws may be adopted or these
Bylaws may be amended or repealed by the affirmative vote or written consent of
outstanding shares entitled to vote, except as specifically set forth in the
Articles of Incorporation or these Bylaws to the contrary.

      Section 6.02 POWER OF DIRECTORS. Subject to the right of shareholders as
provided in Section 6.01 of this Article VI to adopt, amend or repeal bylaws,
bylaws other than a bylaw or amendment thereof changing the authorized number of
directors may be adopted, amended or repealed by the Board of Directors, except
as specifically set forth in the Articles of Incorporation or these Bylaws to
the contrary.

EX-4.2

                                                                     EXHIBIT 4.2

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                       BANSHEE CONSTRUCTION COMPANY, INC.

                            A California Corporation
                 (Amended and Restated As of September 9, 2004)

                                    ARTICLE I

                                     OFFICES

      Section 1. PRINCIPAL EXECUTIVE OR BUSINESS OFFICES. The board of directors
shall fix the location of the principal executive office of the corporation at
any place within or outside the State of California. If the principal executive
office is located outside California and the corporation has one or more
business offices in California, the board shall fix and designate a principal
business office in California.

      Section 2. OTHER OFFICES. Branch or subordinate offices may be established
at any time and at any place by the board of directors.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

      Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at
any place within or outside the State of California designated by the board of
directors. In the absence of a designation by the board, shareholders' meetings
shall be held at the corporation's principal executive office.

      Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be
held each year on a date and at a time designated by the board of directors. At
each annual meeting, directors shall be elected and any other proper business
within the power of the shareholders may be transacted.

      Section 3. SPECIAL MEETING. A special meeting of the shareholders may be
called at any time by the board of directors, by the chair of the board, by the
president or vice president, or by one or more shareholders holding shares that
in the aggregate are entitled to cast ten percent or more of the votes at that
meeting.

      If a special meeting is called by anyone other than the board of
directors, the person or persons calling the meeting shall make a request in
writing, delivered personally or sent by registered mail or by telegraphic or
other facsimile



transmission, to the chair of the board or the president, vice president, or
secretary, specifying the time and date of the meeting (which is not less than
35 nor more than 60 days after receipt of the request) and the general nature of
the business proposed to be transacted. Within 20 days after receipt, the
officer receiving the request shall cause notice to be given to the shareholders
entitled to vote, in accordance with Sections 4 and 5 of this Article II,
stating that a meeting will be held at the time requested by the person(s)
calling the meeting, and stating the general nature of the business proposed to
be transacted. If notice is not given within 20 days after receipt of the
request, the person or persons requesting the meeting may give the notice.
Nothing in this paragraph shall be construed as limiting, fixing, or affecting
the time when a meeting of shareholders called by action of the board may be
held.

      Section 4. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 5 of
this Article II not fewer than 10 nor more than 60 days before the date of the
meeting. Shareholders entitled to notice shall be determined in accordance with
Section 11 of this Article II. The notice shall specify the place, date, and
hour of the meeting, and (i) in the case of a special meeting, the general
nature of the business to be transacted, or (ii) in the case of the annual
meeting, those matters that the board of directors, at the time of giving the
notice, intends to present for action by the shareholders. If directors are to
be elected, the notice shall include the names of all nominees whom the board
intends, at the time of the notice, to present for election.

      The notice shall also state the general nature of any proposed action to
be taken at the meeting to approve any of the following matters:

      (i) A transaction in which a director has a financial interest, within the
meaning of Section 310 of the California Corporations Code;

      (ii) An amendment of the articles of incorporation under Section 902 of
that Code:

      (iii) A reorganization under Section 1201 of that Code;

      (iv) A voluntary dissolution under Section 1900 of that Code; or

      (v) A distribution in dissolution that requires approval of the
outstanding shares under Section 2007 of that Code.

      Section 5. MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE. Notice of any
shareholders' meeting shall be given either personally or by first-class mail or
telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address appearing on the corporation's books or given by the
shareholder to the corporation for purposes of notice. If no address appears on
the corporation's books or has been given as specified above, notice shall be
either (1) sent by first-class mail addressed to the shareholder at the
corporation's principal executive office, or (2) published at least once in a
newspaper of general circulation in the county where the corporation's principal
executive office is located. Notice is



deemed to have been given at the time when delivered personally or deposited in
the mail or sent by other means of written communication.

      If any notice or report mailed to a shareholder at the address appearing
on the corporation's books is returned marked to indicate that the United States
Postal Service is unable to deliver the document to the shareholder at that
address, all future notices or reports shall be deemed to have been duly given
without further mailing if the corporation holds the document available for the
shareholder on written demand at the corporation's principal executive office
for a period of one year from the date the notice or report was given to all
other shareholders.

      An affidavit of the mailing or other authorized means of giving notice or
delivering a document, of any notice of shareholders' meeting, report, or other
document sent to shareholders, may be executed by the corporation's secretary,
assistant secretary, or transfer agent and, if executed, shall be filed and
maintained in the minute book of the corporation.

      Section 6. QUORUM. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting of the shareholders shall
constitute a quorum for the transaction of business. The shareholders present at
a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

      Section 7. ADJOURNED MEETING; NOTICE. Any shareholders' meeting, annual or
special, whether or not a quorum is present, may be adjourned from time to time
by the vote of the majority of the shares represented at that meeting, either in
person or by proxy, but in the absence of a quorum, no other business may be
transacted at that meeting, except as provided in Section 6 of this Article II.

      When any meeting of shareholders, either annual or special, is adjourned
to another time or place, notice of the adjourned meeting need not be given if
the time and place are announced at the meeting at which the adjournment is
taken, unless a new record date for the adjourned meeting is fixed, or unless
the adjournment is for more than 45 days after the date set for the original
meeting, in which case the board of directors shall set a new record date.
Notice of any such adjourned meeting, if required, shall be given to each
shareholder of record entitled to vote at the adjourned meeting, in accordance
with Sections 4 and 5 of this Article II. At any adjourned meeting, the
corporation may transact any business that might have been transacted at the
original meeting.

      Section 8. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with Section 11 of this Article
II, subject to the provisions of sections 702 through 704 of the California
Corporations Code relating to voting shares held by a fiduciary, in the name of
a corporation, or in



joint ownership). The shareholders' vote may be by voice vote or by ballot,
provided, however, that any election for directors must be by ballot if demanded
by any shareholder before the voting has begun. On any matter other than the
election of directors, any shareholder may vote part of the shares the
shareholder is to vote in favor of the proposal and refrain from voting the
remaining shares or vote them against the proposal, but, if the shareholder
fails to specify the number of shares that the shareholder is voting
affirmatively, it will be conclusively presumed that the shareholder's approving
vote is with respect to all shares that the shareholder is entitled to vote. If
a quorum is present (or if a quorum has been present earlier at the meeting but
some shareholders have withdrawn), the affirmative vote of a majority of the
shares represented and voting, provided such shares voting affirmatively also
constitute a majority of the number of shares required for a quorum, shall be
the act of the shareholders unless the vote of a greater number or voting by
classes is required by law or by the articles of incorporation.

      At a shareholders' meeting at which directors are to be elected, no
shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a
number of votes greater than the number of votes which that shareholder normally
would be entitled to cast), unless the candidates' names have been placed in
nomination before commencement of the voting and a shareholder has given notice
at the meeting, before the voting has begun, of the shareholder's intention to
cumulate votes. If any shareholder has given such a notice, then all
shareholders entitled to vote may cumulate their votes for candidates in
nomination, and may give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which that
shareholder's shares are normally entitled, or distribute the shareholder's
votes on the same principle among any or all of the candidates, as the
shareholder thinks fit. The candidates receiving the highest number of votes, up
to the number of directors to be elected, shall be elected.

      Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions of any meeting of shareholders, either annual or special, however
called and noticed and wherever held, shall be as valid as though they were had
at a meeting duly held after regular call and notice, if a quorum is present
either in person or by proxy, and if each person entitled to vote who was not
present in person or by proxy, either before or after the meeting, signs a
written waiver of notice or a consent to holding the meeting or an approval of
the minutes of the meeting. The waiver of notice or consent need not specify
either the business to be transacted or the purpose of any annual or special
meeting of the shareholders, except that, if action is taken or proposed to be
taken for approval of any of those matters specified in section 601(f) of the
California Corporations Code, i.e.,

      (i) A transaction in which a director has a financial interest, within the
meaning of Section 310 of the California Corporations Code;

      (ii) An amendment of the articles of incorporation under section 902 of
that Code;

      (iii) A reorganization under section 1201 of that Code;



      (iv) A voluntary dissolution under section 1900 of that Code; or

      (v) A distribution in dissolution that requires approval of the
outstanding shares under section 2007 of that Code.

      The waiver of notice or consent is required to state the general nature of
the action or proposed action. All waivers, consents, and approvals shall be
filed with the corporate records or made a part of the minutes of the meeting.

      A shareholder's attendance at a meeting also constitutes a waiver of
notice of that meeting, unless the shareholder at the beginning of the meeting
objects to the transaction of any business on the ground that the meeting was
not lawfully called or convened. In addition, attendance at a meeting does not
constitute a waiver of any right to object to consideration of matters required
by law to be included in the notice of the meeting which were not so included,
if that objection is expressly made at the meeting.

      Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any
action that could be taken at an annual or special meeting of shareholders may
be taken without a meeting and without prior notice, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take that action at a meeting at which all shares entitled to
vote on that action were present and voted.

      Directors may be elected by written consent of the shareholders without a
meeting only if the written consents of all outstanding shares entitled to vote
are obtained, except that vacancies on the board (other than vacancies created
by removal) not filled by the board may be filled by the written consent of the
holders of a majority of the outstanding shares entitled to vote.

      All consents shall be filed with the secretary of the corporation and
shall be maintained in the corporate records. Any shareholder or other
authorized person who has given a written consent may revoke it by a writing
received by the secretary of the corporation before written consents of the
number of shares required to authorize the proposed action have been filed with
the secretary.

      Unless the consents of all shareholders entitled to vote have been
solicited in writing, prompt notice shall be given of any corporate action
approved by shareholders without a meeting by less than unanimous consent, to
those shareholders entitled to vote who have not consented in writing. As to
approvals required by California Corporations Code section 310 (transactions in
which a director has a financial interest), section 317 (indemnification of
corporate agents), section 1201 (corporate reorganization), or section 2007
(certain distributions on dissolution), notice of the approval shall be given at
least ten days before the



consummation of any action authorized by the approval. Notice shall be given in
the manner specified in Section 5 of this Article II.

      Section 11. RECORD DATE FOR SHAREHOLDER NOTICE OF MEETING, VOTING, AND
GIVING CONSENT.

      (a) For purposes of determining the shareholders entitled to receive
notice of and vote at a shareholders' meeting or give written consent to
corporate action without a meeting, the board may fix in advance a record date
that is not more than 60 nor less than 10 days before the date of a
shareholders' meeting, or not more than 60 days before any other action.

      (b) If no record date is fixed:

            (i) The record date for determining shareholders entitled to receive
notice of and vote at a shareholders' meeting shall be the business day next
preceding the day on which notice is given, or if notice is waived as provided
in Section 9 of this Article II the business day next preceding the day on which
the meeting is held.

            (ii) The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, if no prior action has
been taken by the board, shall be the day on which the first written consent is
given.

            (iii) The record date for determining shareholders for any other
purpose shall be as set forth in Section 1 of Article VIII of these bylaws.

      (c) A determination of shareholders of record entitled to receive notice
of and vote at a shareholders' meeting shall apply to any adjournment of the
meeting unless the board fixes a new record date for the adjourned meeting.
However, the board shall fix a new record date if the adjournment is to a date
more than 45 days after the date set for the original meeting.

      (d) Only shareholders of record on the corporation's books at the close of
business on the record date shall be entitled to any of the notice and voting
rights listed in subsection (a) of this section, notwithstanding any transfer of
shares on the corporation's books after the record date, except as otherwise
required by law.

      Section 12. PROXIES. Every person entitled to vote for directors or on any
other matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with the
secretary of the corporation. A proxy shall be deemed signed if the
shareholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, or otherwise) by the shareholder or the
shareholder's attorney in fact. A validly executed proxy that does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote under that proxy, by a
writing delivered to the corporation stating that the proxy is revoked, or by



attendance at the meeting and voting in person by the person executing the proxy
or by a subsequent proxy executed by the same person and presented at the
meeting; or (ii) written notice of the death or incapacity of the maker of that
proxy is received by the corporation before the vote pursuant to that proxy is
counted; provided, however, that no proxy shall be valid after the expiration of
11 months from the date of the proxy, unless otherwise provided in the proxy.
The revocability of a proxy that states on its face that it is irrevocable shall
be governed by the provisions of sections 705(e) and 705(f) of the Corporations
Code of California.

      Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders,
the board of directors may appoint any persons other than nominees for office to
act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are so appointed, the chair of the meeting may, and on
the request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one or three. If inspectors are appointed at a meeting on the request of one or
more shareholders or proxies, the holders of a majority of shares or their
proxies present at the meeting shall determine whether one or three inspectors
are to be appointed. If any person appointed as inspector fails to appear or
fails or refuses to act, the chair of the meeting may, and upon the request of
any shareholder or a shareholder's proxy shall, appoint a person to fill that
vacancy.

      These inspectors shall: (a) determine the number of shares outstanding and
the voting power of each, the shares represented at the meeting, the existence
of a quorum, and the authenticity, validity, and effect of proxies; (b) receive
votes, ballots, or consents; (c) hear and determine all challenges and questions
in any way arising in connection with the right to vote; (d) count and tabulate
all votes or consents; (e) determine when the polls shall close; (f) determine
the result; and (g) do any other acts that may be proper to conduct the election
or vote with fairness to all shareholders.

                                   ARTICLE III

                                    DIRECTORS

      Section 1. POWERS. Subject to the provisions of the California General
Corporation Law and any limitations in the articles of incorporation and these
bylaws relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
board of directors.

      Without prejudice to these general powers, and subject to the same
limitations, the board of directors shall have the power to:

      (a) Select and remove all officers, agents, and employees of the
corporation; prescribe any powers and duties for them that are consistent with
law, with the



articles of incorporation, and with these bylaws; fix their compensation; and
require from them security for faithful service.

      (b) Change the principal executive office or the principal business office
in the State of California from one location to another; cause the corporation
to be qualified to do business in any other state, territory, dependency, or
country and conduct business within or outside the State of California; and
designate any place within or outside the State of California for holding any
shareholders' meeting or meetings, including annual meetings.

      (c) Adopt, make, and use a corporate seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificates.

      (d) Authorize the issuance of shares of stock of the corporation on any
lawful terms, in consideration of money paid, labor done, services actually
rendered, debts or securities canceled, or tangible or intangible property
actually received.

      (e) Borrow money and incur indebtedness on behalf of the corporation, and
cause to be executed and delivered for the corporation's purposes, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, and other evidences of debt and securities.

      Section 2. NUMBER OF DIRECTORS. The authorized number of directors shall
be determined from time to time by resolution of the board of directors,
provided the board of directors shall consist of at least one member. Directors
need not be residents of the State of California nor shareholders of the
corporation.

      Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be
elected at each annual meeting of the shareholders to hold office until the next
annual meeting. Each director, including a director elected to fill a vacancy,
shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified.

      No reduction of the authorized number of directors shall have the effect
of removing any director before that director's term of office expires.

      Section 4. VACANCIES. A vacancy in the board of directors shall be deemed
to exist: (a) if a director dies, resigns, or is removed by the shareholders or
an appropriate court, as provided in sections 303 or 304 of the California
Corporations Code; (b) if the board of directors declares vacant the office of a
director who has been convicted of a felony or declared of unsound mind by an
order of court; (c) if the authorized number of directors is increased; or (d)
if at any shareholders' meeting at which one or more directors are elected the
shareholders fail to elect the full authorized number of directors to be voted
for at that meeting.

      Any director may resign effective on giving written notice to the chair of
the board, the president, the secretary, or the board of directors, unless the
notice



specifies a later effective date. If the resignation is effective at a future
time, the board may elect a successor to take office when the resignation
becomes effective.

      Except for a vacancy caused by the removal of a director, vacancies on the
board may be filled by approval of the board or, if the number of directors then
in office is less than a quorum, by (1) the unanimous written consent of the
directors then in office, (2) the affirmative vote of a majority of the
directors then in office at a meeting held pursuant to notice or waivers of
notice complying with section 307 of the Corporations Code, or (3) a sole
remaining director. A vacancy on the board caused by the removal of a director
may be filled only by the shareholders, except that a vacancy created when the
board declares the office of a director vacant as provided in clause (b) of the
first paragraph of this section of the bylaws may be filled by the board of
directors.

      The shareholders may elect a director at any time to fill a vacancy not
filled by the board of directors.

      The term of office of a director elected to fill a vacancy shall run until
the next annual meeting of the shareholders, and such a director shall hold
office until a successor is elected and qualified.

      Section 5. PLACE OF MEETINGS; TELEPHONE MEETINGS. Regular meetings of the
board of directors may be held at any place within or outside the State of
California as designated from time to time by the board. In the absence of a
designation, regular meetings shall be held at the principal executive office of
the corporation. Special meetings of the board shall be held at any place within
or outside the State of California designated in the notice of the meeting, or
if the notice does not state a place, or if there is no notice, at the principal
executive office of the corporation. Any meeting, regular or special, may be
held by conference telephone or similar communication equipment, provided that
all directors participating can hear one another.

      Section 6. ANNUAL DIRECTORS' MEETING. Immediately after each annual
shareholders' meeting, the board of directors shall hold a regular meeting at
the same place, or at any other place that has been designated by the board of
directors, to consider matters of organization, election of officers, and other
business as desired. Notice of this meeting shall not be required unless some
place other than the place of the annual shareholders' meeting has been
designated.

      Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the board of
directors shall be held without call at times to be fixed by the board of
directors from time to time. Such regular meetings may be held without notice.



      Section 8. SPECIAL MEETINGS. Special meetings of the board of directors
may be called for any purpose or purposes at any time by the chair of the board,
the president, any vice president, the secretary, or any two directors.

      Special meetings shall be held on four days' notice by mail or forty-eight
hours' notice delivered personally or by telephone or telegraph. Oral notice
given personally or by telephone may be transmitted either to the director or to
a person at the director's office who can reasonably be expected to communicate
it promptly to the director. Written notice, if used, shall be addressed to each
director at the address shown on the corporation's records. The notice need not
specify the purpose of the meeting, nor need it specify the place if the meeting
is to be held at the principal executive office of the corporation.

      Section 9. QUORUM. A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except to adjourn as
provided in Section 11 of this Article III. Every act or decision done or made
by a majority of the directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the board of directors, subject to
the provisions of Corporations Code section 310 (as to approval of contracts or
transactions in which a director has a direct or indirect material financial
interest); section 311 (as to appointment of committees), and section 317(e) (as
to indemnification of directors). A meeting at which a quorum is initially
present may continue to transact business, despite a withdrawal of directors, if
any action taken is approved by at least a majority of the required quorum for
that meeting.

      Section 10. WAIVER OF NOTICE. Notice of a meeting, although otherwise
required, need not be given to any director who (i) either before or after the
meeting signs a waiver of notice or a consent to holding the meeting without
being given notice; (ii) signs an approval of the minutes of the meeting; or
(iii) attends the meeting without protesting the lack of notice before or at the
beginning of the meeting. Waivers of notice or consents need not specify the
purpose of the meeting. All waivers, consents, and approvals of the minutes
shall be filed with the corporate records or made a part of the minutes of the
meeting.

      Section 11. ADJOURNMENT TO ANOTHER TIME OR PLACE. Whether or not a quorum
is present, a majority of the directors present may adjourn any meeting to
another time or place.

      Section 12. NOTICE OF ADJOURNED MEETING. Notice of the time and place of
resuming a meeting that has been adjourned need not be given unless the
adjournment is for more than 24 hours, in which case notice shall be given,
before the time set for resuming the adjourned meeting, to the directors who
were not present at the time of the adjournment. Notice need not be given in any
case to directors who were present at the time of adjournment.



      Section 13. ACTION WITHOUT A MEETING. Any action required or permitted to
be taken by the board of directors may be taken without a meeting, if all
members of the board of directors individually or collectively consent in
writing to that action. Any action by written consent shall have the same force
and effect as a unanimous vote of the board of directors. All written consents
shall be filed with the minutes of the proceedings of the board of directors.

      Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees of the board may be compensated for their services, and shall be
reimbursed for expenses, as fixed or determined by resolution of the board of
directors. This section shall not be construed to preclude any director from
serving the corporation in any other capacity, as an officer, agent, employee,
or otherwise, or from receiving compensation for those services.

                                   ARTICLE IV

                                   COMMITTEES

      Section 1. COMMITTEES OF THE BOARD. The board of directors may, by
resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of two or more directors. The
board may designate one or more directors as alternate members of any committee,
to replace any absent member at a committee meeting. The appointment of
committee members or alternate members requires the vote of a majority of the
authorized number of directors. A committee may be granted any or all of the
powers and authority of the board, to the extent provided in the resolution of
the board of directors establishing the committee, except with respect to:

      (a) Approving any action for which the California Corporations Code also
requires the approval of the shareholders or of the outstanding shares;

      (b) Filling vacancies on the board of directors or any committee of the
board;

      (c) Fixing directors' compensation for serving on the board or a committee
of the board;

      (d) Adopting, amending, or repealing bylaws;

      (e) Amending or repealing any resolution of the board of directors that by
its express terms is not so amendable or repealable;



      (f) Making distributions to shareholders, except at a rate or in a
periodic amount or within a price range determined by the board of directors; or

      (g) Appointing other committees of the board or their members.

      Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by, and held and taken in accordance with, bylaw
provisions applicable to meetings and actions of the board of directors, with
such changes in the context of those bylaws as are necessary to substitute the
committee and its members for the board of directors and its members, except
that (a) the time of regular meetings of committees may be determined either by
resolution of the board of directors or by resolution of the committee; (b)
special meetings of committees may also be called by resolution of the board of
directors; and (c) notice of special meetings of committees shall also be given
to all alternative members who shall have the right to attend all meetings of
the committee. The board of directors may adopt rules for the governance of any
committee not inconsistent with these bylaws.

                                    ARTICLE V

                                    OFFICERS

      Section 1. OFFICERS. The officers of the corporation shall be a president,
a secretary, and a chief financial officer. The corporation may also have, at
the discretion of the board of directors, a chair of the board, one or more vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and such other officers as may be appointed in accordance with, Section 3 of
this Article V. Any number of offices may be held by the same person.

      Section 2. APPOINTMENT OF OFFICERS. The officers of the corporation,
except for subordinate officers appointed in accordance with Section 3 of this
Article V, shall be appointed annually by the board of directors, and shall
serve at the pleasure of the board of directors.

      Section 3. SUBORDINATE OFFICERS. The board of directors may appoint, and
may empower the president to appoint other officers as required by the business
of the corporation, whose duties shall be as provided in the bylaws, or as
determined from time to time by the board of directors or the president.

      Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Any officer chosen by the
board of directors may be removed at any time, with or without cause or notice,
by the board of directors. Subordinate officers appointed by persons other



than the board under Section 3 of this Article V may be removed at any time,
with or without cause or notice, by the board of directors or by the officer by
whom appointed. Officers may be employed for a specified term under a contract
of employment if authorized by the board of directors; such officers may be
removed from office at any time under this section, and shall have no claim
against the corporation or individual officers or board members because of the
removal except any right to monetary compensation to which the officer may be
entitled under the contract of employment.

      Any officer may resign at any time by giving written notice to the
corporation. Resignations shall take effect on the date of receipt of the
notice, unless a later time is specified in the notice. Unless otherwise
specified in the notice, acceptance of the resignation is not necessary to make
it effective. Any resignation is without prejudice to the rights, if any, of the
corporation to monetary damages under any contract of employment to which the
officer is a party.

      Section 5. VACANCIES IN OFFICES. A vacancy in any office resulting from an
officer's death, resignation, removal, disqualification, or from any other cause
shall be filled in the manner prescribed in these bylaws for regular election or
appointment to that office.

      Section 6. CHAIRMAN OF THE BOARD. The board of directors may elect a
chairman, who shall preside, if present, at board meetings and shall exercise
and perform such other powers and duties as may be assigned from time to time by
the board of directors. If there is no president, the chairman of the board
shall in addition be the chief executive officer of the corporation, and shall
have the powers and duties as set forth in Section 7 of this Article V.

      Section 7. PRESIDENT. Except to the extent that the bylaws or the board of
directors assign specific powers and duties to the chairman of the board (if
any), the president shall be the corporation's general manager and chief
executive officer and, subject to the control of the board of directors, shall
have general supervision, direction, and control over the corporation's business
and its officers. The managerial powers and duties of the president shall
include, but are not limited to, all the general powers and duties of management
usually vested in the office of president of a corporation, and the president
shall have other powers and duties as prescribed by the board of directors or
the bylaws. The president shall preside at all meetings of the shareholders and,
in the absence of the chairman of the board or if there is no chairman of the
board, shall also preside at meetings of the board of directors.

      Section 8. VICE PRESIDENTS. If desired, one or more vice presidents may be
chosen by the board of directors in accordance with the provisions for
appointing officers set forth in Section 2 of this Article V. In the absence or
disability of the president, the president's duties and responsibilities shall
be carried out by the highest ranking available vice president if vice
presidents are ranked, or if not, by a vice president designated by the board of
directors. When so acting, a vice president



shall have all the powers of and be subject to all the restrictions on the
president. Vice presidents of the corporation shall have such other powers and
perform such other duties as prescribed from time to time by the board of
directors, the bylaws, or the president (or chairman of the board if there is no
president).

      Section 9. SECRETARY

            (a) Minutes. The secretary shall keep, or cause to be kept, minutes
of all of the shareholders' meetings and of all other board meetings. If the
secretary is unable to be present, the secretary or the presiding officer of the
meeting shall designate another person to take the minutes of the meeting.

            The secretary shall keep, or cause to be kept, at the principal
executive office or such other place as designated by the board of directors, a
book of minutes of all meetings and actions of the shareholders, of the board of
directors, and of committees of the board. The minutes of each meeting shall
state the time and place the meeting was held; whether it was regular or
special; if special, how it was called or authorized; the names of directors
present at board or committee meetings; the number of shares present or
represented at shareholders' meetings; an accurate account of the proceedings;
and when it was adjourned.

            (b) Record of Shareholders.

            The secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the transfer agent or registrar, a record
or duplicate record of shareholders. This record shall show the names of all
shareholders and their addresses, the number and classes of shares held by each,
the number and date of share certificates issued to each shareholder, and the
number and date of cancellation of any certificates surrendered for
cancellation.

            (c) Notice of Meetings.

            The secretary shall give notice, or cause notice to be given, of all
shareholders' meetings, board meetings, and meetings of committees of the board
for which notice is required by statute or by the bylaws. If the secretary or
other person authorized by the secretary to give notice fails to act, notice of
any meeting may be given by any other officer of the corporation.

            (d) Other Duties.

            The secretary shall keep the seal of the corporation, if any, in
safe custody. The secretary shall have such other powers and perform other
duties as prescribed by the board of directors or by the bylaws.

      Section 10. CHIEF FINANCIAL OFFICER. The chief financial officer shall
keep or cause to be kept adequate and correct books and records of accounts of
the properties and business transactions of the corporation, including accounts
of its



assets, liabilities, receipts, disbursements, gains, losses, capital, retained
earnings, and shares. The books of account shall at all reasonable limes be open
to inspection by any director.

      The chief financial officer shall (1) deposit corporate funds and other
valuables in the corporation's name and to its credit with depositories
designated by the board of directors; (2) make disbursements of corporate funds
as authorized by the board; (3) render a statement of the corporation's
financial condition and an account of all transactions conducted as chief
financial officer whenever requested by the president or the board of directors;
and (4) have other powers and perform other duties as prescribed by the board of
directors or the bylaws.

      Unless the board of directors has elected a separate treasurer, the chief
financial officer shall be deemed to be the treasurer for purpose of giving any
reports or executing any certificates or other documents.

                                   ARTICLE VI

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                           EMPLOYEES, AND OTHER AGENTS

      The corporation shall, to the maximum extent permitted by the California
General Corporation Law, have power to indemnify each of its agents against
expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that any such person is or was an agent of the corporation, and shall have
power to advance to each such agent expenses incurred in defending any such
proceeding to the maximum extent permitted by that law. For purposes of this
article, an "agent" of the corporation includes any person who is or was a
director, officer, employee, or other agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, or was a director, officer, employee, or agent of a corporation
which was a predecessor corporation of the corporation or of another enterprise
serving at the request of such predecessor corporation.

                                   ARTICLE VII

                               RECORDS AND REPORTS

      Section 1. MAINTENANCE OF SHAREHOLDER RECORD AND INSPECTION BY
SHAREHOLDERS. The corporation shall keep at its principal executive office or at
the office of its transfer agent or registrar, as determined by resolution of
the board of directors, a record of the names and addresses of all shareholders
and the number and class of shares held by each shareholder.



      A shareholder or shareholders holding at least 5 percent in the aggregate
of the outstanding voting shares of the corporation have the right to do either
or both of the following:

            (a) Inspect and copy the record of shareholders' names and addresses
and shareholdings during usual business hours, on five days' prior written
demand on the corporation, or

            (b) Obtain from the corporation's transfer agent, on written demand
and tender of the transfer agent's usual charges for this service, a list of the
names and addresses of shareholders who are entitled to vote for the election of
directors, and their shareholdings, as of the most recent record date for which
a list has been compiled or as of a specified date later than the date of
demand. This list shall be made available within five days after (i) the date of
demand or (ii) the specified later date as of which the list is to be compiled.
The record of shareholders shall also be open to inspection on the written
demand of any shareholder or holder of a voting trust certificate, at any time
during usual business hours, for a purpose reasonably related to the holder's
interests as a shareholder or holder of a voting trust certificate. Any
inspection and copying under this section may be made in person or by an agent
or attorney of the shareholder or holder of a voting trust certificate making
the demand.

      Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall
keep at its principal executive office, or if its principal executive office is
not in the State of California, at its principal business office in this state,
the original or a copy of the bylaws as amended to date, which shall be open to
inspection by the shareholders at all reasonable times during office hours. If
the principal executive office of the corporation is outside the State of
California and the corporation has no principal business office in this state,
the secretary shall, on the written request of any shareholder, furnish to that
shareholder a copy of the bylaws as amended to date.

      Section 3. MAINTENANCE AND INSPECTION OF MINUTES AND ACCOUNTING RECORDS.
The minutes of proceedings of the shareholders, board of directors, and
committees of the board, and the accounting books and records shall be kept at
the principal executive office of the corporation, or at such other place or
places as designated by the board of directors. The minutes shall be kept in
written form, and the accounting books and records shall be kept either in
written form or in a form capable of being converted into written form. The
minutes and accounting books and records shall be open to inspection on the
written demand of any shareholder or holder of a voting trust certificate at any
reasonable time during usual business hours, for a purpose reasonably related to
the holder's interests as a shareholder or holder of a voting trust certificate.
The inspection may be made in person or by an agent or attorney, and shall
include the right to copy and make extracts. These rights of inspection shall
extend to the records of each subsidiary of the corporation.



      Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute
right at any reasonable time to inspect all books, records, and documents of
every kind and the physical properties of the corporation and each of its
subsidiary corporations. This inspection by a director may be made in person or
by an agent or attorney and the right of inspection includes the right to copy
and make extracts of documents.

      Section 5. ANNUAL REPORT TO SHAREHOLDERS. Inasmuch as, and for as long as,
there are fewer than 100 shareholders, the requirement of an annual report to
shareholders referred to in section 1501 of the California Corporations Code is
expressly waived. However, nothing in this provision shall be interpreted as
prohibiting the board of directors from issuing annual or other periodic reports
to the shareholders, as the board considers appropriate.

      Section 6. FINANCIAL STATEMENTS. The corporation shall keep a copy of each
annual financial statement, quarterly or other periodic income statement, and
accompanying balance sheets prepared by the corporation on file in the
corporation's principal executive office for 12 months; these documents shall be
exhibited at all reasonable times, or copies provided, to any shareholder on
demand.

      If no annual report for the last fiscal year has been sent to
shareholders, on written request of any shareholder made more than 120 days
after the close of the fiscal year the corporation shall deliver or mail to the
shareholder, within 30 days after receipt of the request, a balance sheet as of
the end of that fiscal year and an income statement and statement of changes in
financial position for that fiscal year.

      A shareholder or shareholders holding five percent or more of the
outstanding shares of any class of stock of the corporation may request in
writing an income statement for the most recent three-month, six-month, or
nine-month period (ending more than 30 days before the date of the request) of
the current fiscal year, and a balance sheet of the corporation as of the end of
that period. If such documents are not already prepared, the chief financial
officer shall cause them to be prepared and shall deliver the documents
personally or mail them to the requesting shareholders within 30 days after
receipt of the request. A balance sheet, income statement, and statement of
changes in financial position for the last fiscal year shall also be included,
unless the corporation has sent the shareholders an annual report for the last
fiscal year.

      Quarterly income statements and balance sheets referred to in this section
shall be accompanied by the report, if any, of independent accountants engaged
by the corporation or the certificate of an authorized corporate officer stating
that the financial statements were prepared without audit from the corporation's
books and records.

      Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION.

      (a) Every year, during the calendar month in which the original articles
of incorporation were filed with the California Secretary of State, or during
the



preceding five calendar months, the corporation shall file a statement with the
Secretary of State on the prescribed form, setting forth the authorized number
of directors; the names and complete business or residence addresses of all
incumbent directors; the names and complete business or residence addresses of
the chief executive officer, the secretary, and the chief financial officer; the
street address of the corporation's principal executive office or principal
business office in this state; a statement of the general type of business
constituting the principal business activity of the corporation; and a
designation of the agent of the corporation for the purpose of service of
process, all in compliance with section 1502 of the Corporations Code of
California.

      (b) Notwithstanding the provisions of paragraph (a) of this section, if
there has been no change in the information in the corporation's last annual
statement on file in the Secretary of State's office, the corporation may, in
lieu of filing the annual statement described in paragraph (a) of this section,
advise the Secretary of State, on the appropriate form, that no changes in the
required information have occurred during the applicable period.

                                  ARTICLE VIII

                            GENERAL CORPORATE MATTERS

      Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For
purposes of determining the shareholders entitled to receive payment of
dividends or other distributions or allotment of rights, or entitled to exercise
any rights in respect of any other lawful action (other than voting at and
receiving notice of shareholders' meetings and giving written consent of the
shareholders without a meeting), the board of directors may fix in advance a
record date which shall be not more than 60 nor less than 10 days before the
date of the dividend payment, distribution, allotment, or other action. If a
record date is so fixed, only shareholders of record at the close of business on
that date shall be entitled to receive the dividend, distribution, or allotment
of rights, or to exercise the other rights, as the case may be, notwithstanding
any transfer of shares on the corporation's books after the record date, except
as otherwise provided by statute.

      If the board of directors does not so fix a record date in advance, the
record date shall be at the close of business on the later of (1) the day on
which the board of directors adopts the applicable resolution or (2) the 60th
day before the date of the dividend payment, distribution, allotment of rights,
or other action.

      Section 2. AUTHORIZED SIGNATORIES FOR CHECKS. All checks, drafts, other
orders for payment of money, notes, or other evidences of indebtedness issued in
the name of or payable to the corporation shall be signed or endorsed by such
person or persons and in such manner authorized from time to time by resolution
of the board of directors.



      Section 3. EXECUTING CORPORATE CONTRACTS AND INSTRUMENTS. Except as
otherwise provided in the articles or in these bylaws, the board of directors by
resolution may authorize any officer, officers, agent, or agents to enter into
any contract or to execute any instrument in the name of and on behalf of the
corporation. This authority may be general or it may be confined to one or more
specific matters. No officer, agent, employee, or other person purporting to act
on behalf of the corporation shall have any power or authority to bind the
corporation in any way, to pledge the corporation's credit, or to render the
corporation liable for any purpose or in any amount, unless that person was
acting with authority duly granted by the board of directors as provided in
these bylaws, or unless an unauthorized act was later ratified by the
corporation.

      Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for
shares of the capital stock of the corporation shall be issued to each
shareholder when any of the shares are fully paid.

      In addition to certificates for fully paid shares, the board of directors
may authorize the issuance of certificates for shares that are partly paid and
subject to call for the remainder of the purchase price, provided that the
certificates representing partly paid shares shall state the total amount of the
consideration to be paid for the shares and the amount actually paid.

      All certificates shall certify the number of shares and the class or
series of shares represented by the certificate. All certificates shall be
signed in the name of the corporation by (1) either the chairman of the board of
directors, the vice chairman of the board of directors, the president, or any
vice president, and (2) either the chief financial officer, any assistant
treasurer, the secretary, or any assistant secretary.

      None of the signatures on the certificate may be facsimile. If any
officer, transfer, agent, or registrar who has signed a certificate shall have
ceased to be that officer, transfer agent, or registrar before that certificate
is issued, the certificate may be issued by the corporation with the same effect
as if that person were an officer, transfer agent, or registrar at the date of
issue.

      Section 5. LOST CERTIFICATES. Except as provided in this Section 5, no new
certificates for shares shall be issued to replace old certificates unless the
old certificate is surrendered to the corporation for cancellation at the same
time. If share certificates or certificates for any other security have been
lost, stolen, or destroyed, the board of directors may authorize the issuance of
replacement certificates on terms and conditions as required by the board, which
may include a requirement that the owner give the corporation a bond (or other
adequate security) sufficient to indemnify the corporation against any claim
that may be made against it (including any expense or liability) on account of
the alleged loss, theft, or destruction of the old certificate or the issuance
of the replacement certificate.

      Section 6. SHARES OF OTHER CORPORATIONS: HOW VOTED. Shares of other
corporations standing in the name of this corporation shall be voted by one of



the following persons, listed in order of preference: (1) chairman of the board,
or person designated by the chairman of the board; (2) president, or person
designated by the president; (3) first vice president, or person designated by
the first vice president; (4) other person designated by the board of directors.

      The authority to vote shares granted by this section includes the
authority to execute a proxy in the name of the corporation for purposes of
voting the shares.

      Section 7. REIMBURSEMENT OF CORPORATION IF PAYMENT NOT TAX DEDUCTIBLE. If
all or part of the compensation, including expenses, paid by the corporation to
a director, officer, employee, or agent is finally determined not to be
allowable to the corporation as a federal or state income tax deduction, the
director, officer, employee, or agent to whom the payment was made shall repay
to the corporation the amount disallowed. The board of directors shall enforce
repayment of each such amount disallowed by the taxing authorities.

      Section 8. CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in
sections 100 through 195 of the California Corporations Code shall govern the
construction of these bylaws. Without limiting the generality of this provision,
the singular number includes the plural, the plural number includes the
singular, and the term "person" includes both a corporation and a natural
person.

                                   ARTICLE IX

                                   AMENDMENTS

      Section 1. AMENDMENT BY BOARD OF DIRECTORS OR SHAREHOLDERS. Except as
otherwise required by law or by the articles of incorporation, these bylaws may
be amended or repealed, and new bylaws may be adopted, by the board of directors
or by the holders of a majority of the outstanding shares entitled to vote.

EX-4.3

                                                                     EXHIBIT 4.3

                           AMENDED AND RESTATED BYLAWS
                                       OF
                           CLEVELAND WRECKING COMPANY

                            A California Corporation
                 (Amended and Restated as of September 9, 2004)

                        (Formerly CWC Acquisition Corp.)

                                    ---------

                                    ARTICLE I

                                     OFFICES

      Section 1. PRINCIPAL OFFICES. The Board of Directors shall fix the
location of the principal executive office of the corporation at any place
within or outside the State of California. If the principal executive office is
located outside this state, and the corporation has one or more business offices
in this state, the Board of Directors shall likewise fix and designate a
principal business office in the State of California.

      Section 2. OTHER OFFICES. The Board of Directors may at any time establish
branch or subordinate offices at any place or places where the corporation is
qualified to do business.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

      Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at
any place within or outside the State of California designated by the Board of
Directors. In the absence of any such designation, shareholders' meetings shall
be held at the principal executive office of the corporation.

      Section 2. ANNUAL MEETINGS OF SHAREHOLDERS. The annual meeting of
shareholders shall be held each year on a date and at a time designated by the
Board of Directors. At each annual meeting directors shall be elected and any
other proper business may be transacted.

      Section 3. SPECIAL MEETINGS. A special meeting of the shareholders may be
called at any time by the Board of Directors, or by the Chairman of the Board,
or by the President, or by one or more shareholders holding shares in the
aggregate entitled to cast not less than 10% of the votes at any such meeting.

      If a special meeting is called by any person or persons other than the
Board of Directors, the request shall be in writing, specifying the time of such
meeting and the general



nature of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other facsimile
transmission to the Chairman of the Board, the President, any Vice President or
the Secretary of the corporation. The officer receiving such request forthwith
shall cause notice to be given to the shareholders entitled to vote, in
accordance with the provisions of Sections 4 and 5 of this Article II, that a
meeting will be held at the time requested by the person or persons calling the
meeting, not less than thirty-five (35) nor more than sixty (60) days after the
receipt of the request. If the notice is not given within twenty (20) days after
receipt of the request, the person or persons requesting the meeting may give
the notice. Nothing contained in this paragraph of this Section 3 shall be
construed as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the Board of Directors may be held.

      Section 4. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 5 of
this Article II not less than ten (10) nor more than sixty (60) days before the
date of the meeting being noticed. The notice shall specify the place, date and
hour of the meeting and (i) in the case of a special meeting, the general nature
of the business to be transacted, or (ii) in the case of the annual meeting
those matters which the Board of Directors, at the time of giving the notice,
intends to present for action by the shareholders. The notice of any meeting at
which directors are to be elected shall include the name of any nominee or
nominees which, at the time of the notice, management intends to present for
election.

      If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of California, (ii)
an amendment of the articles of incorporation, pursuant to Section 902 of such
Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of
such Code, (iv) a voluntary dissolution of the corporation, pursuant to Section
1900 of such Code, or (v) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares pursuant to Section 2007 of such
Code, the notice shall also state the general nature of such proposal.

      Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
meeting of shareholders shall be given either personally or by first-class mail
or telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address of such shareholder appearing on the books of the
corporation or given by the shareholder to the corporation for the purpose of
notice. If no such address appears on the corporation's books or has been so
given, notice shall be deemed to have been given if sent by first-class mail or
telegraphic or other written communication to the corporation's principal
executive office, or if published at least once in a newspaper of general
circulation in the county where such office is located. Notice shall be deemed
to have been given at the time when delivered personally or deposited in the
mail or sent by telegram or other means of written communication.

      If any notice addressed to a shareholder at the address of such
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the shareholder
at such address, all future notices or reports shall be deemed to have been duly
given without further mailing if the same shall be available to the



shareholder upon written demand of the shareholder at the principal executive
office of the corporation for a period of one year from the date of the giving
of such notice.

      An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting shall be executed by the Secretary, Assistant Secretary or
any transfer agent of the corporation giving such notice, and shall be filed and
maintained in the minute book of the corporation.

      Section 6. QUORUM. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting of shareholders shall
constitute a quorum for the transaction of business. The shareholders present at
a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

      Section 7. ADJOURNED MEETING AND NOTICE THEREOF. Any shareholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of the majority of the shares represented at such
meeting, either in person or by proxy, but in the absence of a quorum, no other
business may be transacted at such meeting, except as provided in Section 6 of
this Article II.

      When any meeting of shareholders, either annual or special, is adjourned
to another time or place, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment
is taken, unless a new record date for the adjourned meeting is fixed, or unless
the adjournment is for more than forty-five (45) days from the date set for the
original meeting, in which case the Board of Directors shall set a new record
date. Notice of any such adjourned meeting, if required, shall be given to each
shareholder of record entitled to vote at the adjourned meeting in accordance
with the provisions of Sections 4 and 5 of this Article II. At any adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting.

      Section 8. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of Section 11
of this Article II, subject to the provisions of Sections 702 to 704, inclusive,
of the Corporations Code of California (relating to voting shares held by a
fiduciary, in the name of a corporation or in joint ownership). Such vote may be
by voice vote or by ballot; provided, however, that all elections for directors
must be by ballot upon demand by a shareholder at any election and before the
voting begins. Any shareholder entitled to vote on any matter (other than the
election of directors) may vote part of the shares in favor of the proposal and
refrain from voting the remaining shares or vote them against the proposal, but,
if the shareholder fails to specify the number of shares such shareholder is
voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to all shares such shareholder is entitled to
vote. If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and voting on any matter (other than the election of
directors), provided that the shares voting affirmatively must also constitute
at least a majority of the required quorum, shall be the act of the
shareholders, unless the vote of a greater number or



voting by classes is required by the California General Corporation Law or the
articles of incorporation.

      At a shareholders' meeting involving the election of directors, no
shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a
number of votes greater than the number of the shareholder's shares) unless such
candidate or candidates' names have been placed in nomination prior to
commencement of the voting and a shareholder has given notice prior to
commencement of the voting of the shareholder's intention to cumulate votes. If
any shareholder has given such notice, then every shareholder entitled to vote
may cumulate such shareholder's votes for candidates in nomination and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which such shareholder's shares are
entitled, or distribute the shareholder's votes on the same principle among any
or all of the candidates, as the shareholder thinks fit. The candidates
receiving the highest number of votes, up to the number of directors to be
elected, shall be elected.

      Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions of any meeting of shareholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each person
entitled to vote, not present in person or by proxy, signs a written waiver of
notice or a consent to the holding of the meeting, or an approval of the minutes
thereof. The waiver of notice or consent need not specify either the business to
be transacted or the purpose of any annual or special meeting of shareholders,
except that if action is taken or proposed to be taken for approval of any of
those matters specified in the second paragraph of Section 4 of this Article II,
the waiver of notice or consent shall state the general nature of such proposal.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.

      Attendance of a person at a meeting shall also constitute a waiver of
notice of such meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
of the meeting if such objection is expressly made at the meeting.

      Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any
action which may be taken at any annual or special meeting of shareholders may
be taken without a meeting and without prior notice, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. In the case of election of directors, such
consent shall be effective only if signed by the holders of all outstanding
shares entitled to vote for the election of directors; provided, however, that a
director may be elected at any time to fill a vacancy not created by removal and
not filled by the directors by the written consent of the holders of a majority
of the outstanding shares entitled to vote for the election of directors. All
such consents shall be

                                      18.



filed with the Secretary of the corporation and shall be maintained in the
corporate records. Any shareholder giving a written consent, or the
shareholder's proxy holders, or a transferee of the shares or a personal
representative of the shareholder or their respective proxy holder, may revoke
the consent by a writing received by the Secretary of the corporation prior to
the time that written consents of the number of shares required to authorize the
proposed action have been filed with the Secretary.

      Unless the consents of all shareholders entitled to vote have been
solicited in writing, the Secretary shall give prompt notice of any corporate
action approved by the shareholders without a meeting by less than unanimous
consent, to those shareholders entitled to vote who have not consented in
writing. Such notice shall be given in the manner specified in Section 5 of this
Article II. In the case of approval of (i) contracts or transactions in which a
director has a direct or indirect financial interest, pursuant to Section 310 of
the Corporations Code of California, (ii) indemnification of agents of the
corporation, pursuant to Section 317 of such Code, (iii) a reorganization of the
corporation, pursuant to Section 1201 of such Code, or (iv) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares pursuant to Section 2007 of such Code, such notice shall be given at
least ten (10) days before the consummation of any such action authorized by any
such approval.

      Section 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING
CONSENTS. For purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to corporate action without a
meeting, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty (60) days nor less than ten (10) days prior to the date
of any such meeting nor more than sixty (60) days prior to such action without a
meeting, and in such case only shareholders of record at the close of business
on the date so fixed are entitled to notice and to vote or to give consents, as
the case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date fixed as aforesaid, except as otherwise
provided in the California General Corporation Law.

      If the Board of Directors does not so fix a record date:

            (a) The record date for determining shareholders entitled to notice
      of or to vote at a meeting of shareholders shall be at the close of
      business on the business day next preceding the day on which notice if
      given or, if notice is waived, at the close of business on the business
      day next preceding the day on which the meeting is held.

            (b) The record date for determining shareholders entitled to give
      consent to corporate action in writing without a meeting, (i) when no
      prior action by the Board has been taken, shall be the day on which the
      first written consent is given, or (ii) when prior action of the Board has
      been taken, shall be at the close of business on the day on which the
      Board adopts the resolution relating thereto, or the sixtieth (60th) day
      prior to the date of such other action, whichever is later.

                                      19.



      Section 12. PROXIES. Every person entitled to vote for directors or on any
other matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with the
Secretary of the corporation. A proxy shall be deemed signed if the
shareholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the shareholder or the
shareholder's attorney in fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i) evoked
by the person executing it, prior to the vote pursuant thereto, by a writing
delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy presented to the meeting and executed by, or attendance at the
meeting and voting in person by, the person executing the proxy; or (ii) written
notice of the death or incapacity of the maker of such proxy is received by the
corporation before the vote pursuant thereto is counted; provided, however, that
no such proxy shall be valid after the expiration of eleven (11) months from the
date of such proxy, unless otherwise provided in the proxy. The revocability of
a proxy that states on its face that it is irrevocable shall be governed by the
provisions of Section 705(e) and (f) of the Corporations Code of California.

      Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders,
the Board of Directors may appoint any persons other than nominees for office to
act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are so appointed, the chairman of the meeting may, and on
the request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one (1) or three (3). If inspectors are appointed at a meeting on the request of
one or more shareholders or proxies, the holders of a majority of shares or
their proxies present at the meeting shall determine whether one (1) or three
(3) inspectors are to be appointed. If any person appointed as inspector fails
to appear or fails or refuses to act, the chairman of the meeting may, and upon
the request of any shareholder or a shareholder's proxy shall, appoint a person
to fill such vacancy.

      The duties of these inspectors shall be as follows:

            (a) Determine the number of shares outstanding and the voting power
      of each, the shares represented at the meeting, the existence of a quorum,
      and the authenticity, validity and effect of proxies;

            (b) Receive votes, ballots or consents;

            (c) Hear and determine all challenges and questions in any way
      arising in connection with the right to vote;

            (d) Count and tabulate all votes or consents;

            (e) Determine when the polls shall close;

            (f) Determine the result; and



            (g) Do any other acts that may be proper to conduct the election or
      vote with fairness to all shareholders.

                                   ARTICLE III

                                    DIRECTORS

      Section 1. POWERS. Subject to the provisions of the California General
Corporation Law and any limitations in the articles of incorporation and these
bylaws relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board of Directors.

      Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the directors shall have the
power and authority to:

            (a) Select and remove all officers, agents, and employees of the
      corporation, prescribe such powers and duties for them as may not be
      inconsistent with law, the articles of incorporation or these bylaws, fix
      their compensation, and require from them security for faithful service.

            (b) Change the principal executive office or the principal business
      office in the State of California from one location to another; cause the
      corporation to be qualified to do business in any other state, territory,
      dependency, or foreign country and conduct business within or outside the
      State of California; designate any place within or without the State for
      the holding of any shareholders' meeting or meetings, including annual
      meetings; adopt, make and use a corporate seal, and prescribe the forms of
      certificates of stock, and alter the form of such seal and of such
      certificates from time to time as in their judgment they may deem best,
      provided that such forms shall at all times comply with the provisions of
      law.

            (c) Authorize the issuance of shares of stock of the corporation
      from time to time, upon such terms as may be lawful, in consideration of
      money paid, labor done or services actually rendered, debts or securities
      cancelled or tangible or intangible property actually received.

            (d) Borrow money and incur indebtedness for the purposes of the
      corporation, and cause to be executed and delivered therefor, in the
      corporate name, promissory notes, bonds, debentures, deeds of trust,
      mortgages, pledges, hypothecations, or other evidences



      of debt and securities therefor.

      Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of
directors shall be determined from time to time by resolution of the Board of
Directors, provided that the Board of Directors shall consist of at least one
member.

      Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be
elected at each annual meeting of the shareholders to hold office until the next
annual meeting. Each director, including a director elected to fill a vacancy,
shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified.

      Section 4. VACANCIES. Vacancies in the Board of Directors may be filled by
a majority of the remaining directors, though less than a quorum, or by a sole
remaining director, except that a vacancy created by the removal of a director
by the vote or written consent of the shareholders or by court order may be
filled only by the vote of a majority of the shares represented and voting at a
duly held meeting at which a quorum is present, or by the written consent of
holders of all outstanding shares entitled to vote. Each director so elected
shall hold office until the next annual meeting of the shareholders and until a
successor has been elected and qualified.

      A vacancy or vacancies in the Board of Directors shall be deemed to exist
in the case of the death, resignation or removal of any director, or if the
Board of Directors by resolution declares vacant the office of a director who
has been declared of unsound mind by an order of court or convicted of a felony,
or if the authorized number of directors be increased, or if the shareholders
fail, at any meeting of shareholders at which any director or directors are
elected, to elect the full authorized number of directors to be voted for at
that meeting.

      The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors, but any such election by
written consent, other than to fill a vacancy created by removal, shall require
the consent of a majority of the outstanding shares entitled to vote.

      Any director may resign upon giving written notice to the Chairman of the
Board, the President, the Secretary or the Board of Directors. A resignation
shall be effective upon the giving of the notice, unless the notice specifies a
later time for its effectiveness. If the resignation of a director is effective
at a future time, the Board of Directors may elect a successor to take office
when the resignation becomes effective.

      No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of his term of office.

      Section 5. PLACE OF MEETINGS AND TELEPHONIC MEETINGS. Regular meetings of
the Board of Directors may be held at any place within or without the State that
has been designated from time to time by resolution of the board. In the absence
of such designation, regular meetings shall be held at the principal executive
office of the



corporation. Special meetings of the board shall be held at any place within or
without the State that has been designated in the notice of the meeting or, if
not stated in the notice or there is no notice, at the principal executive
office of the corporation. Any meeting, regular or special, may be held by
conference telephone or similar communication equipment, so long as all
directors participating in such meeting can hear one another, and all such
directors shall be deemed to be present in person at such meeting.

      Section 6. ANNUAL MEETINGS. Immediately following each annual meeting of
shareholders, the Board of Directors shall hold a regular meeting for the
purpose of organization, any desired election of officers and the transaction of
other business. Notice of this meeting shall not be required.

      Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the Board of
Directors shall be held without call at such time as shall from time to time be
fixed by the Board of Directors. Such regular meetings may be held without
notice.

      Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors
for any purpose or purposes may be called at any time by the Chairman of the
Board or the President or any Vice President or the Secretary or any two
directors.

      Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at his or her address as
it is shown upon the records of the corporation. In case such notice is mailed,
it shall be deposited in the United States mail at least four (4) days prior to
the time of the holding of the meeting. In case such notice is delivered
personally, or by telephone or telegram, it shall be delivered personally or by
telephone or to the telegraph company at least forty-eight (48) hours prior to
the time of the holding of the meeting. Any oral notice given personally or by
telephone may be communicated to either the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director. The notice need not specify the
purpose of the meeting nor the place if the meeting is to be held at the
principal executive office of the corporation.

      Section 9. DISPENSING WITH NOTICE. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum be present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes thereof. The waiver of notice or consent
need not specify the purpose of the meeting. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Notice of a meeting need not be given to any director
who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such director.

      Section 10. QUORUM. A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors, subject to the provisions of
Section 310 of the Corporations Code of California



(approval of contracts or transactions in which a director has a direct or
indirect material financial interest), Section 311 (appointment of committees),
and Section 317 (e) (indemnification of directors). A meeting at which a quorum
is initially present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for such meeting.

      Section 11. ADJOURNMENT. A majority of the directors present, whether or
not constituting a quorum, may adjourn any meeting to another time and place.

      Section 12. NOTICE OF ADJOURNMENT. Notice of the time and place of holding
an adjourned meeting need not be given, unless the meeting is adjourned for more
than twenty-four (24) hours, in which case notice of such time and place shall
be given prior to the time of the adjourned meeting, in the manner specified in
Section 8 of this Article III, to the directors who were not present at the time
of the adjournment.

      Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be
taken by the Board of Directors may be taken without a meeting, if all members
of the board shall individually or collectively consent in writing to such
action. Such action by written consent shall have the same force and effect as a
unanimous vote of the Board of Directors. Such written consent or consents shall
be filed with the minutes of the proceedings of the board.

      Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement of expenses, as may be fixed or determined by resolution of the
Board of Directors. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation for such services.

                                   ARTICLE IV

                                   COMMITTEES

      Section 1. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of two or more directors, to
serve at the pleasure of the board. The board may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. Any such committee, to the extent
provided in the resolution of the board, shall have all the authority of the
board, except with respect to:

            (a) the approval of any action which, under the General Corporation
      Law of California, also requires shareholders' approval or approval of the
      outstanding shares;

            (b) the filling of vacancies on the Board of Directors or in any
      committee;



            (c) the fixing of compensation of the directors for serving on the
      board or on any committee;

            (d) the amendment or repeal of bylaws or the adoption of new bylaws;

            (e) the amendment or repeal of any resolution of the Board of
      Directors which by its express terms is not so amendable or repealable;

            (f) a distribution to the shareholders of the corporation, except at
      a rate or in a periodic amount or within a price range determined by the
      Board of Directors; or

            (g) the appointment of any other committees of the Board of
      Directors or the members thereof.

      Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these bylaws, Sections 5 (place of meetings), 7
(regular meetings), 8 (special meetings and notice), 9 (dispensing with notice),
10 (quorum), 11 (adjournment), 12 (notice of adjournment) and 13 (action without
meeting), with such changes in the context of those bylaws as are necessary to
substitute the committee and its members for the Board of Directors and its
members, except that the time of regular meetings of committees may be
determined by resolution of the Board of Directors as well as the committee,
special meetings of committees may also be called by resolution of the Board of
Directors and notice of special meetings of committees shall also be given to
all alternate members, who shall have the right to attend all meetings of the
committee. The Board of Directors may adopt rules for the government of any
committee not inconsistent with the provisions of these bylaws.

                                    ARTICLE V

                                    OFFICERS

      Section 1. OFFICERS. The officers of the corporation shall be a President,
a Secretary and a Chief Financial Officer. The corporation may also have, at the
discretion of the Board of Directors, a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article V. Any number of offices may be held by the same
person.

      Section 2. ELECTION OF OFFICERS. The officers of the corporation, except
such officers as may be appointed in accordance with the provisions of Section 3
of this Article V, shall be chosen by the Board of Directors, and each shall
serve at the pleasure of the board, subject to the rights, if any, of an officer
under any contract of employment.



      Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint,
and may empower the President to appoint, such other officers as the business of
the corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the bylaws or as
the Board of Directors may from tune to time determine.

      Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if
any, of an officer under any contract of employment, any officer may be removed,
either with or without cause, by the Board of Directors, at any regular or
special meeting thereof, or, except in case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be conferred by
the Board of Directors.

      Any officer may resign at any time by giving written notice to the
corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. Any such resignation is without prejudice to the rights, if
any, of the corporation under any contract to which the officer is a party.

      Section 5. VACANCIES IN OFFICES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these bylaws for regular appointments to such office.

      Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an
officer be elected, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by the
bylaws. If there is no President, the Chairman of the Board shall in addition be
the Chief Executive Officer of the corporation and shall have the powers and
duties prescribed in Section 7 of this Article V.

      Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may
be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the Chief Executive Officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and the officers of
the corporation. He shall preside at all meetings of the shareholders and, in
the absence of the Chairman of the Board, or if there be none, at all meetings
of the Board of Directors. He shall have the general powers and duties of
management usually vested in the office of President of a corporation, and shall
have such other powers and duties as may be prescribed by the Board of Directors
or the bylaws.

      Section 8. VICE PRESIDENTS. In the absence or disability of the President,
the Vice Presidents, if any, in order of their rank as fixed by the Board of
Directors or, if not ranked, a Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors or the bylaws, the President or the Chairman of the Board if
there is no President.



      Section 9. SECRETARY. The Secretary shall keep or cause to be kept, at the
principal executive office or such other place as the Board of Directors may
order, a book of minutes of all meetings and actions of directors, committees of
directors and shareholders, with the time and place of holding, whether regular
or special, and, if special, how authorized, the notice thereof given, the names
of those present at directors' and committee meetings, the number of shares
present or represented at shareholders' meetings, and the proceedings thereof.

      The Secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the corporation's transfer agent or registrar, as
determined by resolution of the Board of Directors, a share register, or a
duplicate share register, showing the names of all shareholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.

      The Secretary shall give, or cause to be given, notice of all meetings of
the shareholders and of the Board of Directors required by the bylaws or by law
to be given, and he shall keep the seal of the corporation, if one be adopted,
in safe custody, and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or by the bylaws.

      Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings and shares. The books
of account shall be open at all reasonable times to inspection by any director.

      The Chief Financial Officer shall deposit all moneys and other valuables
in the name and to the credit of the corporation with such depositaries as may
be designated by the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all of his
transactions as Chief Financial Officer and of the financial condition of the
corporation, and shall have other powers and perform such other duties as may be
prescribed by the Board of Directors or the bylaws.

                                   ARTICLE VI

                INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

                                AND OTHER AGENTS

      The corporation shall, to the maximum extent permitted by the General
Corporation Law of California, indemnify each of its directors and officers
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact any such person is or was a director or officer of the corporation and
shall advance to such director or officer expenses



incurred in defending any such proceeding to the maximum extent permitted by
such law. For purposes of this Article VI, a "director" or "officer" of the
corporation includes any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or other enterprise, or was a
director or officer of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation. The Board of Directors may in its discretion provide by resolution
for such indemnification of, or advance of expenses to, other agents of the
corporation, and likewise may refuse to provide for such indemnification or
advance of expenses except to the extent such indemnification is mandatory under
the California General Corporation law.

                                   ARTICLE VII

                               RECORDS AND REPORTS

      Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation
shall keep at its principal executive office, or at the office of its transfer
agent or registrar, if either be appointed and as determined by resolution of
the Board of Directors, a record of its shareholders, giving the names and
addresses of all shareholders and the number and class of shares held by each
shareholder.

      A shareholder or shareholders of the corporation holding at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation may (i) inspect and copy the records of shareholders' names and
addresses and shareholdings during usual business hours upon five (5) business
days prior written demand upon the corporation, and/or (ii) obtain from the
transfer agent of the corporation, upon written demand and upon the tender of
such transfer agent's usual charges for such list, a list of the shareholders'
names and addresses, who are entitled to vote for the election of directors, and
their shareholdings, as of the most recent record date for which such list has
been compiled or as of a date specified by the shareholder subsequent to the
date of demand. Such list shall be made available to such shareholder or
shareholders by the transfer agent on or before the later of five (5) business
days after the demand is received or the date specified therein as the date as
of which the list is to be compiled. The record of shareholders shall also be
open to inspection upon the written demand of any shareholder or holder of a
voting trust certificate, at any time during usual business hours, for a purpose
reasonably related to such holder's interests as a shareholder or as the holder
of a voting trust certificate. Any inspection and copying under this Section 1
may be made in person or by an agent or attorney of the shareholder or holder of
a voting trust certificate making such demand.

      Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall
keep at its principal executive office, or if its principal executive office is
not in the State of California at its principal business office in this state,
the original or a copy of the bylaws as amended to date, which shall be open to
inspection by the shareholders at all reasonable times during office hours. If
the principal executive office of the corporation is outside this state and the
corporation has no principal business office in this state, the Secretary shall,
upon the written request of any shareholder, furnish to such shareholder a copy
of the bylaws as amended to date.



      Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The
accounting books and records and minutes of proceedings of the shareholders and
the Board of Directors and any committee or committees of the Board of Directors
shall be kept at such place or places designated by the Board of Directors, or,
in the absence of such designation, at the principal executive office of the
corporation. The minutes shall be kept in written form and the accounting books
and records shall be kept either in written form or in any other form capable of
being converted into written form. Such minutes and accounting books and records
shall be open to inspection upon the written demand of any shareholder or holder
of a voting trust certificate, at any reasonable time during usual business
hours, for a purpose reasonably related to such holder's interests as a
shareholder or as the holder of a voting trust certificate. Such inspection may
be made in person or by an agent or attorney, and shall include the right to
copy and make extracts. The foregoing rights of inspection shall extend to the
records of each subsidiary corporation of the corporation.

      Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute
right at any reasonable time to inspect all books, records and documents of
every kind and the physical properties of the corporation and each of its
subsidiary corporations. Such inspection by a director may be made in person or
by agent or attorney and the right of inspection includes the right to copy and
make extracts.

      Section 5. ANNUAL REPORT TO SHAREHOLDERS. The annual report to
shareholders referred to in Section 1501 of the General Corporation Law is
expressly dispensed with, but nothing herein shall be interpreted as prohibiting
the Board of Directors from issuing annual or other periodic reports to the
shareholders of the corporations as they deem appropriate.

      Section 6. FINANCIAL STATEMENTS. A copy of any annual financial statement
and any income statement of the corporation for each quarterly period of each
fiscal year, and any accompanying balance sheet of the corporation as of the end
of each such period, that has been prepared by the corporation shall be kept on
file in the principal executive office of the corporation for twelve (12) months
and each such statement shall be exhibited at all reasonable times to any
shareholder demanding an examination of any such statement or a copy shall be
mailed to any such shareholder.

      If the corporation has not sent to the shareholders an annual report for
the last fiscal year, a balance sheet as of the end of such fiscal year and an
income statement and statement of changes in financial position for such fiscal
year shall, upon the written request of any shareholder made more than one
hundred twenty (120) days after the close of such fiscal year, be delivered or
mailed to such shareholder within thirty (30) days after such request.

      If a shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of stock of the corporation make a written
request to the corporation for an income statement of the corporation for the
three-month, six-month or nine-month period of the current fiscal year ended
more than thirty (30) days prior to the date of the request, and a balance sheet
of the corporation as of the end of such period, the Chief Financial Officer
shall cause such statement to be prepared, if not already prepared,



and shall deliver personally or mail such statement or statements to the person
making the request within thirty (30) days after the receipt of such request.

      The corporation also shall, upon the written request of any shareholder,
mail to the shareholder a copy of the last annual, semi-annual or quarterly
income statement which it has prepared and a balance sheet as of the end of such
period.

      The quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report thereon, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that such financial statements were prepared without
audit from the books and records of the corporation.

      Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation shall
each year during the calendar month in which its articles of incorporation were
originally filed with the California Secretary of State, or at any time during
the immediately preceding five (5) calendar months, file with the Secretary of
State of the State of California, on the prescribed form, a statement setting
forth the names and complete business or residence addresses of all incumbent
directors, the number of vacancies on the Board of Directors, if any, the names
and complete business or residence addresses of the Chief Executive Officer,
Secretary and Chief Financial Officer, the street address of its principal
executive office or principal business office in this state and the general type
of business constituting the principal business activity of the corporation,
together with a designation of the agent of the corporation for the purpose of
service of process, all in compliance with Section 1502 of the Corporations Code
of California.

                                  ARTICLE VIII

                            GENERAL CORPORATE MATTERS

      Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For
purposes of determining the shareholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, (other than action by
shareholders by written consent without a meeting) the Board of Directors may
fix, in advance, a record date, which shall not be more than sixty (60) days
prior to any such action, and in such case only shareholders of record on the
date so fixed are entitled to receive the dividend, distribution or allotment of
rights or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date
fixed as aforesaid, except as otherwise provided in the California General
Corporation Law.

      If the Board of Directors does not so fix a record date, the record date
for determining shareholders for any such purpose shall be at the close of
business on the day on which the board adopts the resolution relating thereto,
or the sixtieth (60th) day prior to the date of such action, whichever is later.

      Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts
or other orders for payment of money, notes or other evidences of



indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the Board of Directors.

      Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board of
Directors, except as otherwise provided in these bylaws, may authorize any
officer or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances; and, unless so authorized or
ratified by the Board of Directors or within the agency power of an officer, no
officer, agent or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or to any amount.

      Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for
shares of the capital stock of the corporation shall be issued to each
shareholder when any such shares are fully paid, and the Board of Directors may
authorize the issuance of certificates or shares as partly paid provided that
such certificates shall state the amount of the consideration to be paid
therefor and the amount paid thereon. All certificates shall be signed in the
name of the corporation by the Chairman of the Board or Vice Chairman of the
Board or the President or Vice President and by the Chief Financial Officer or
an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying
the number of shares and the class or series of shares owned by the shareholder.
Any or all of the signatures on the certificate may be facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if such person were an officer,
transfer agent or registrar at the date of issue.

      Section 5. LOST CERTIFICATES. Except as hereinafter in this Section 5
provided, no new certificates for shares shall be issued in lieu of an old
certificate unless the latter is surrendered to the corporation and cancelled at
the same time. The Board of Directors may in case any share certificate or
certificate for any other security is lost, stolen or destroyed, authorize the
issuance of a new certificate in lieu thereof, upon such terms and conditions as
the board may require, including provision for indemnification of the
corporation secured by a bond or other adequate security sufficient to protect
the corporation against any claim that may be made against it, including any
expense or liability, on account of the alleged loss, theft or destruction of
such certificate or the issuance of such new certificate.

      Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman of
the Board, the President, or any Vice President, or any other person authorized
by resolution of the Board of Directors by any of the foregoing designated
officers, is authorized to vote on behalf of the corporation any and all shares
of any other corporation or corporations, foreign or domestic, standing in the
name of the corporation. The authority herein granted to said officers to vote
or represent on behalf of the corporation any and all shares held by the
corporation in any other corporation or corporations may be exercised by any
such officer in person or by any person authorized to do so by proxy duly
executed by said officer.



                                   ARTICLE IX

                                   AMENDMENTS

      Section 1. AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or these
bylaws may be amended or repealed by the vote or written consent of holders of a
majority of the outstanding shares entitled to vote; provided, however, that if
the articles of incorporation of the corporation set forth the number of
authorized directors of the corporation, the authorized number of directors may
be changed only by an amendment of the articles of incorporation.

      Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the
shareholders as provided in Section 1 of this Article IX, bylaws, other than a
bylaw or an amendment thereof changing the authorized number of directors, may
be adopted, amended or repealed by the Board of Directors.

                                    ARTICLE X

                                     GENERAL

      Section 1. GOVERNING LAW. This corporation is organized under the
provisions of the California General Corporation Law (Corporations Code Sections
100-2319) as in effect on the date of filing of its original articles of
incorporation, namely March 21, 1997. Upon such filing the California Secretary
of State assigned the following corporation number to this corporation: 2005293.
The corporate affairs of this corporation shall be governed by and conducted in
accordance with the provisions of the California General Corporation Law, as the
same presently exist and are from time to time hereafter amended or superseded,
except in those instances where the articles of incorporation or bylaws of this
corporation, now or through amendment hereafter, may adopt alternative rules
which are permissible under the California General Corporation Law. Any
provision (or portion thereof) in these bylaws which is not permissible under
the California General Corporation Law or is inconsistent with the articles of
incorporation of this corporation (as they may from time to time be amended and
supplemented) is void, but the balance of these bylaws shall nevertheless be
valid and effective.

      Section 2. CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in the
California General Corporation Law shall govern the construction of these
bylaws. Without limiting the generality of the foregoing, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

EX-4.4

                                                                     EXHIBIT 4.4

================================================================================

                           FIRST AMENDED AND RESTATED

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                               URS RESOURCES, LLC

                      A DELAWARE LIMITED LIABILITY COMPANY

                          DATED AS OF SEPTEMBER 9, 2004

================================================================================



                           FIRST AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT

      This First Amended and Restated Limited Liability Company Agreement of URS
Resources, LLC (the "Company") is entered into as of September 9, 2004, by and
among those persons listed as Members (the "Members") from time to time on
Schedule I attached hereto.

SECTION 1. NAME.

      The business of the Company shall be conducted under the name "URS
Resources, LLC".

SECTION 2. DEFINITIONS.

      For purposes of this Agreement, unless the context clearly indicates
otherwise, the following terms shall have the following meanings:

      (a)   "Act" means the Delaware Limited Liability Company Act, Delaware
Code Title 6, Sections 18-101 et seq., as amended from time to time.

      (b)   "Agreement" means this First Amended and Restated Limited Liability
Company Agreement, as amended, modified or supplemented from time to time.

      (c)   "Alternates" has the meaning set forth in Section 13(c) of this
Agreement.

      (d)   "Business Purpose" has the meaning set forth in Section 3 of this
Agreement.

      (e)   "Capital Account" means, with respect to each Member, the account
established on the books and records of the Company for such Member. Each
Member's Capital Account shall initially equal the value of the capital account
maintained with respect to such Member, or such Member's predecessor, on the
books and records of the Company. During the term of the Company, each Member's
Capital Account shall be (i) increased by the amount of (w) income and gain
allocated to the Member and (x) any cash or property subsequently contributed by
the Member to the Company, and (ii) decreased by the amount of (y) loss and
deduction allocated to the Member and (z) all cash and property distributed to
the Member, and shall otherwise be kept in accordance with applicable United
States Treasury Regulations promulgated under Section 704(b) of the Code.

      (f)   "Capital Contribution" means the total amount of cash or other
property contributed to the Company, or services rendered to the Company, by a
Member without charge. Contributed property shall be valued at fair market
value, net of any liabilities assumed to which the contributed property is
subject.

      (g)   "Code" means the United States Internal Revenue Code of 1986, as
amended, modified or rescinded from time to time, or any similar provision of
succeeding law.

      (h)   "Company" has the meaning set forth in the recitals of this
Agreement.



      (i)   "Holdings" has the meaning set forth in the recitals of this
Agreement.

      (j)   "Holdings Alternate" has the meaning set forth in Section 13(c) of
this Agreement.

      (k)   "Holdings Representative" means any Person selected by Holdings to
represent it on the Members Committee.

      (l)   "IRS" means the United States Internal Revenue Service or any
successor entity.

      (m)   "Majority Interest" means more than 50% of all Membership Interests.

      (n)   "Member" has the meaning set forth in the introductory paragraph of
this Agreement.

      (o)   "Membership Interest" means the percentage interest in the Company
of a Member as set forth opposite such Member's name on Schedule I attached to
this Agreement as amended, modified or supplemented from time to time.

      (p)   "Members Committee" means the committee of Representatives described
in Section 13 of this Agreement.

      (q)   "Net Cash Flow" means for any period the amount, computed on a cash
basis, equal to:

            (i)   the sum of (A) gross receipts from business operations, all
investment income and investment gain of the Company and all other cash received
by the Company, all without double counting and (B) any amounts released from
Reserves;

decreased by

            (ii)  the sum of (A) disbursements of the Company for operating
expenses, expenditures for capital investments and reinvestments, principal
payments on indebtedness, interest and other expenses, including any repayment
of indebtedness required or elected to be made in connection with any
refinancing, sale or other event, and (B) any increase in Reserves.

      (r)   "1933 Act" has the meaning set forth in Section 22 of this
Agreement.

      (s)   "Person" means any individual, corporation, partnership,
association, limited liability company, trust, estate or other enterprise or
entity.

      (t)   "Representative" means each of the Representatives of the Company
designated from time to time by the Members in accordance with Section 13(c) of
this Agreement. As used in this Agreement and for purposes of the Act, the term
Representative shall have the same meaning and have such rights, powers and
authorities of a "manager" as provided in the Act and as otherwise provided by
law.

                                       2.



      (u)   "Reserves" means the reasonable reserves established and maintained
from time to time in amounts reasonably determined by the Members Committee to
be adequate and sufficient for current and future operating and working capital
and to pay for taxes, insurance, service of indebtedness, amortization of
indebtedness, repairs, replacements or renewals, management fees or other costs
and expenses incident to the Company's business or otherwise to provide for the
long-term goals of the Company or any other purpose, including reserves for
unforeseen or contingent liabilities, debts or obligations.

      (v)   "Secretary" means the Secretary of State for the State of Delaware.

      (w)   "Tax Matters Member" has the meaning set forth in Section 21(d) of
this Agreement.

      (x)   "Treasury Regulations" means the income tax regulations, including
any temporary regulations, from time to time promulgated under the Code.

SECTION 3. BUSINESS PURPOSE OF THE COMPANY.

      The business purpose of the Company (the "Business Purpose") is to carry
on any lawful business, purpose or activity, whether or not for profit, with the
exception of the business of granting policies of insurance, or assuming
insurance risks or banking as defined in Section 126 of Title 8 of the Code of
Delaware.

SECTION 4. TERM.

      The term of the Company shall continue until the date as of which the
Company is dissolved in accordance with this Agreement or by law.

SECTION 5. PRINCIPAL PLACE OF BUSINESS.

      The principal place of business of the Company shall be located in or near
San Francisco, California or at such other place or places as the Members
Committee may from time to time determine. The business of the Company may also
be conducted at such additional place or places as the Members Committee may
designate; provided, however, that the Company shall not maintain an office or a
principal place of business in any jurisdiction that would jeopardize the
limitation on liability afforded to the Members under the Act or this Agreement
and; provided, further, that the Members Committee shall take, or cause to be
taken, all steps necessary to preserve the limited liability of the Members in
connection with any such additional places of business.

SECTION 6. REGISTERED OFFICE: REGISTERED AGENT.

      The registered office of the Company in Delaware shall be Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Company's
agent for service of process on the Company in Delaware shall be The Corporation
Trust Company. The Members Committee may change, at any time and from time to
time, the location of such registered office and/or such registered agent upon
written notice of the change to the Members.

                                       3.



SECTION 7. MEMBERSHIP INTERESTS; CAPITAL CONTRIBUTIONS; NO WITHDRAWAL OR
           RESIGNATION.

      (a)   MEMBERSHIP INTERESTS. Each Member's Membership Interest as of the
date hereof is set forth opposite such Member's name on Schedule I attached to
this Agreement.

      (b)   ADDITIONAL CONTRIBUTIONS; INTEREST. No Member shall be obligated to
make any additional capital contribution. Upon any additional capital
contribution made by any Member, the Membership Interests of the Members shall
be adjusted accordingly and stated on an amendment to Schedule I attached to
this Agreement. No Member has any obligation to restore a deficit balance in
such Member's Capital Account or to make any contributions to the Company in
order to restore such deficit balance. No Member shall be paid interest on its
Capital Contribution.

      (c)   LIABILITY FOR PROMISED CONTRIBUTIONS. A Member is obligated for
agreements to make capital contributions, even if the Member is unable to
perform because of bankruptcy, or any other reason. If a Member does not make
the Member's agreed upon contribution of services or property, the Member is
obligated, at the option of the Company, to contribute cash equal to the value
of the agreed upon contribution.

      (d)   WITHDRAWAL AND RESIGNATION; RETURN OF CAPITAL CONTRIBUTION. No
Member shall be entitled to withdraw or resign as a Member or to receive any
part of such Member's Capital Contribution or any distribution from the Company
in connection therewith.

SECTION 8. DISTRIBUTIONS.

      Net Cash Flow shall be distributed among the Members in accordance with
their respective Membership Interests from time to time as determined by a
Majority Interest of the Members and the Members Committee. In the event the
Company is subject to any tax or other obligation which is attributable to the
interest of one or more Members in the Company, but fewer than all the Members,
such tax or other obligation shall be specially allocated to, and charged
against the Capital Account of, such Member or Members, and the amounts
otherwise distributable to such Member or Members pursuant to this Agreement
shall be reduced by such amount.

SECTION 9. ALLOCATION OF INCOME AND LOSSES.

      (a)   ALLOCATIONS. Items of income, gain, loss, deduction, credit and tax
preference to be allocated among the Members shall be allocated in accordance
with their respective Membership Interests; provided, however, such allocations
shall be adjusted, if necessary, so as to have "substantial economic effect" as
provided in Code Section 704(b) and the Treasury Regulations thereunder.

      (b)   CHANGE IN MEMBERSHIP INTERESTS. If there is a change in any Member's
Membership Interest during any year, allocations among the Members shall be made
in accordance with their Membership Interests in the Company from time to time
during such year in accordance with Section 706 of the Code using the
closing-of-the-books method, except that depreciation, amortization and similar
items shall be deemed to accrue ratably on a daily basis

                                       4.



over the entire year during which the corresponding asset is owned by the
Company for the entire year, and over the portion of a year after such asset is
placed in service by the Company if such asset is placed in service during the
year.

      (c)   SPECIAL RULES.

            (i)   If any Company asset has a book value different than its
adjusted tax basis to the Company for federal income tax purposes (whether by
reason of the contribution of such property to the Company, the revaluation of
such property under this Agreement or otherwise), allocations of income, gain,
loss, deduction, credit and tax preference under this Section 9 with respect to
such asset shall take account of any variation between the adjusted tax basis of
such asset for federal income tax purposes and its book value in any manner
prescribed by Section 704(c) of the Code or the Treasury Regulations thereunder.

            (ii)  Items of income, gain, loss, deduction, credit and tax
preference for state and local income tax purpose shall be allocated to and
among the Members in a manner consistent with the allocation of such items for
federal income tax purposes in accordance with the foregoing provisions of this
Section 9.

SECTION 10. WITHHOLDING.

      The Company is authorized to withhold from distributions to be made to a
Member, or with respect to allocations to a Member, and to pay over to a
federal, state or local government, any amounts required to be withheld pursuant
to the Code or any provisions of any other federal, state or local law. Any
amounts so withheld shall be treated as distributed to such Member pursuant to
this Section 10 for all purposes of this Agreement and shall be offset against
the net amounts otherwise distributable to such Member. The Company may also
withhold from distributions that would otherwise be made to a Member, and apply
to the obligations of such Member, any amounts that such Member owes to the
Company. In addition, any tax imposed upon the Company resulting from the
Membership Interest of any Member shall be treated as a distribution to such
Member and shall reduce future distributions of Net Cash Flow to such Member.

SECTION 11. BOOKS, RECORDS AND ACCOUNTING.

      (a)   BOOKS AND RECORDS. The Company shall maintain complete and accurate
books and records of the Company's business and affairs. The financial records
shall be kept in accordance with generally accepted accounting principles,
consistently applied. The books and records shall be maintained at the principal
place of business of the Company and shall be accessible to the Members in
accordance with the Act.

      (b)   FISCAL YEAR; ACCOUNTING. The Company's fiscal year shall be
determined by the Members Committee. The accounting methods and principles to be
followed by the Company shall be selected from time to time by the Members
Committee.

      (c)   REPORTS. The Company shall provide to the Members reports concerning
the financial condition and results of operation of the Company and the Members'
Capital Accounts within 90 days after the end of each fiscal year.

                                       5.



SECTION 12. COMPANY FUNDS.

      The funds of the Company shall be deposited in such bank or other
financial institution account or accounts, or invested in such interest-bearing
or non-interest-bearing investments, as shall be designated by the Members
Committee. All withdrawals from any such bank accounts shall be made only by the
Members Committee or by individuals duly appointed by the Members Committee.

SECTION 13. MANAGEMENT.

      (a)   MEMBERS COMMITTEE. It shall be the duty and responsibility of the
Members Committee solely and exclusively to manage and control the business and
affairs of the Company, and, subject to Section 15, all decisions regarding the
business and affairs of the Company shall be made by the Members Committee.
Except as provided in this Agreement, each Representative shall have all the
rights and powers of a Representative as provided in the Act and as otherwise
provided by law, and any action taken by a Representative in the manner provided
for in this Agreement shall constitute the act of and serve to bind the Company.
The Members Committee may delegate its authorities and responsibilities for
management of the business affairs of the Company to third parties, but such
delegation shall not relieve the Members Committee of any of its obligations
under this Agreement. In furtherance of this right of delegation, the Members
Committee may appoint and authorize officers of the Company to act on behalf of
the Company with such power and authority as the Members Committee may delegate
in writing to such officer. Subject to Section 15, the Members Committee is
hereby granted (i) the right, power and authority to do on behalf of the Company
all things which, in its judgment, are necessary, proper or desirable to carry
out the aforementioned duties and responsibilities, including but not limited to
the right, power and authority from time to time to incur Company expenses; to
employ and dismiss from employment any and all employees, agents, independent
contractors, attorneys and accountants; to establish employee benefits plans; to
enter into leases for real or personal property; to purchase equipment; and to
manage all other aspects of running the business of the Company all in
accordance with any authorization policy adopted by the Members Committee; and
(ii) such other rights, powers and authorities of a Members Committee as
provided in the Act and as otherwise provided by law.

      (b)   NO MANAGEMENT BY MEMBERS. Except as otherwise provided in this
Agreement, no Member shall take part in the day-to-day management, or the
operation or control of the business and affairs of the Company. Except as
expressly delegated by the Members Committee, no Member shall be an agent of the
Company or have any right, power or authority to transact any business in the
name of the Company or to act for or on behalf of the Company.

      (c)   NUMBER, QUALIFICATION AND TENURE OF REPRESENTATIVES. The Members
Committee shall be established from time to time by resolution of the Members
Committee, and shall be comprised of Member Representatives. As of the date
hereof, the Members Committee shall consist entirely of Holdings
Representatives. The composition of the Members Committee shall as closely as
possible reflect the Member's respective Membership Interest at that time. The
Chairman of the Members Committee shall be established from time to time by
resolution of the Members Committee. Any Representative shall continue to serve
in such capacity until the Member appointing such Representative has notified
the other Members in writing of his or her

                                       6.



replacement. Any Member may, by written notice to the other Members, designate a
person to serve as an alternate for each such Member's Representative (each
alternate being referred to in this Agreement as an "Alternate" and,
collectively, as the "Alternates"), and such Alternate shall be entitled, in the
absence of such Member's Representative, to attend meetings, to have such
Alternate's presence counted for purposes of establishing a quorum and to vote
on behalf of such Member's Representative at any meeting of the Members
Committee. Each Member, in dealing with other Member's Representatives or
Alternates shall be entitled to rely conclusively upon the power and authority
of such Representatives or Alternates to bind its Member with respect to all
matters unless and until it receives notice to the contrary in writing from such
Member. To the fullest extent permitted by law, each Representative and
Alternate shall be deemed the agent of the Member which appointed such Person a
Representative or Alternate, and such Representative or Alternate shall not be
deemed an agent or a sub-agent of the Company or the other Members and shall
have no duty (fiduciary or otherwise) to the Company or the other Members. Each
Member, by execution of this Agreement, agrees to, consents to, and acknowledges
the delegation of powers and authority to such Representatives and Alternates,
and the actions and decisions of such Representatives and Alternates within the
scope of their respective authority as provided in this Agreement.

      (d)   MEETINGS. Meetings shall be held at such time and at such place as
shall from time to time be determined by the Members Committee. Meetings of the
Members Committee may be held by conference telephone or other means of
communication by means of which all participants can hear and speak to each
other. Participation in such meeting in such manner shall constitute attendance
and presence in person at the meeting of the person or persons so participating.
No notice of the regular annual meeting need be given. Special meetings of the
Members Committee may be called by the Chairman of the Members Committee or by
any Member on at least one business day's notice to the other Member. The
requested notice may be expressly waived by any Representative, and attendance
by any Representative or Alternate at any meeting of the Members Committee shall
constitute an effective waiver of any required prior notice to the Member
represented by such Representative or Alternate of such meeting, unless such
attendee declares at the onset of such meeting that such attendee's attendance
at such meeting is solely for the purpose of contesting the validity of any
required notice for the meeting. The Chairman of the Members Committee shall,
(i) with reasonable advance notice (which in the case of regular meetings shall
not be less than five days), prepare and distribute an agenda for each meeting
of the Members Committee, (ii) organize and conduct such meeting and (iii)
prepare and distribute minutes of such meeting. Any Member may propose in
advance topics for the agenda or raise topics which are not on the agenda for
such meeting. Each Representative or Alternate of any Member may bring one or
more other advisors to any meeting; provided, that such advisors shall not have
the right to vote on any matter brought before the Members Committee; and
provided further, that the Holdings Representatives or Alternates shall have the
right to call executive sessions of the Members Committee and to exclude any
Person not a Representative or Alternate from such executive session.

      (e)   QUORUM AND VOTING A quorum of the Members Committee shall be
comprised of a majority of Representatives or Alternates (or any combination
thereof) of the full Members Committee as constituted pursuant to Section 13(a)
of this Agreement. The affirmative vote of a majority of the Members Committee
at a meeting at which a quorum is present being entitled to vote at any such
meeting must be obtained in connection with the decision of any matter being

                                       7.



considered by the Members Committee. If a quorum is not present, the
Representatives and Alternates present may adjourn the meeting without notice,
other than an announcement at the meeting, until a quorum is present.

      (f)   COMMITTEES. The Members Committee may appoint from among its members
an Executive Committee, an Audit Committee, a Compensation Committee and other
committees, composed of two or more Representatives, to serve at the pleasure of
the Members Committee. Except as expressly limited by applicable law or this
Agreement, each such committee shall exercise such powers and authority as the
Members Committee may determine and specify in a writing, or any amendment
thereto, designating such committee. Unless otherwise specified in the writing
designating the committee, a majority of the members of such committee may elect
its Chairman, fix its rules of procedure, fix the time and place of meetings and
specify what notice of meetings, if any, shall be given. Written records of the
proceedings of any committee shall be maintained and furnished to the Members
Committee.

      (g)   ACTION WITHOUT MEETING. Any action required or permitted to be taken
at a meeting of the Members Committee, or of any committee thereof, may be taken
without a meeting and without prior notice if the Members Committee, or
committee thereof, executes one or more identical written consents, setting
forth the action to be taken, signed by at least a majority of the
Representatives (in connection with Members Committee action) or by at least a
majority of the members of any committee (with respect to action by other
committees), provided that such consent or consents are obtained from at least
one Holdings Representative or Holdings Alternate and, provided futher that
prompt notice of the taking of any action under this subsection by less than
unanimous written consent shall be given to those Representatives or committee
members who did not consent in writing to the action.

      (h)   COMPENSATION. The Members Committee shall not receive any
compensation, but shall be reimbursed by the Company for reasonable expenses
associated with attendance at meetings.

      (i)   RULES OF PROCEDURE. The Members Committee may from time to time
adopt detailed rules and procedures not inconsistent with this Agreement for the
management of the business of the Company.

      (j)   RIGHT TO RELY ON AUTHORITY OF THE REPRESENTATIVES. Any action taken
by the Representatives in their capacity as such, acting on behalf of the
Company pursuant to the authority conferred on them in this Agreement, shall be
binding on the Company. In no event shall any Person dealing with the
Representatives with respect to the conduct of the affairs of the Company be
obligated to ascertain that the terms of this Agreement have been complied with,
or be obligated to inquire into the necessity or expediency of any act or action
of the Representatives. Every contract, agreement, promissory note or other
instrument or document executed by a Representative with respect to any property
of the Company or the conduct of its affairs, in his/her capacity as a
Representative acting on behalf of the Company pursuant to the authority
conferred on him/her in this Agreement, shall be conclusive evidence in favor of
any and every Person relying thereon or claiming under this Agreement that (i)
at the time of the execution and/or delivery of such instrument or document,
this Agreement was in full force and effect, (ii) such instrument or document
was duly executed in accordance with the terms and

                                       8.



provisions of this Agreement and is binding upon the Company, and (iii) the
Representative was duly authorized and empowered to execute and deliver any and
every such instrument or document for and on behalf of the Company. Nothing set
forth in this subsection shall be construed as relieving the Representatives
from liability to the Company or the Members for breach of any of the provisions
of this Agreement, or for acting or failing to act in such manner as constitutes
an exception from indemnification provisions contained in Section 16.

      (k)   RESPONSIBILITY OF MEMBERS AND REPRESENTATIVES. No Member or
Representative (or their Affiliates) shall have any fiduciary or other duty or
responsibility to the Company, or to any other Member or Representative (or
their Affiliates), except as expressly provided in this Agreement or for acts or
omissions that constitute willful misconduct or constitute an intentional
criminal act. No Representative or Alternate shall be liable to the Company or
any Member or other Representative or Alternate (or their Affiliates) because of
a decision by the Members Committee to have the Company engage in, or not engage
in, a particular business, activity or project.

SECTION 14. MEETINGS OF MEMBERS.

      (a)   MEETINGS OF MEMBERS. Meetings of Members for any proper purpose may
be called at any time by any Member or Members whose Membership Interest(s)
equal or exceed 50% or by the Members Committee. Members may participate in any
meeting through the use of telephones, video conference or similar
communications equipment by means of which all individuals participating in the
meeting can hear and speak to each other, and such participation shall
constitute presence in person at the meeting. The Company shall give written
notice of the date, time, place and purpose of any meeting to all Members at
least ten days and not more than 60 days prior to the date fixed for the
meeting. Notice may be waived by any Member.

      (b)   CONSENT OF MEMBERS. Any action required or permitted to be taken at
any annual or special meeting of Members may be taken by execution of one or
more identical written consents without a meeting, without prior notice and
without a vote. The written consent shall set forth the action so taken and
shall be signed by Members having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
Members entitled to vote thereon were present and voting. Prompt notice of the
taking of action by written consent shall be given to all Members who did not
sign the written consent.

SECTION 15. VOTING.

      (a)   MEMBERS. The affirmative vote or written consent of a Majority
Interest shall decide all matters properly brought before the Members.

      (b)   VOTING. A Member may vote either in person or by written proxy or
consent signed by the Member or by its duly authorized attorney in fact.

      (c)   ACTIONS REQUIRING MEMBER APPROVAL. Notwithstanding any other
provision of this Agreement, the affirmative vote or written consent of Members
whose Membership Interest(s) exceed 50% shall be required to approve the
following matters:

                                       9.



            (i)   The dissolution or winding up of the Company;

            (ii)  The merger or consolidation of the Company;

            (iii) The sale, exchange, mortgage, pledge, encumbrance, lease or
other disposition or transfer of all or substantially all of the assets of the
Company;

            (iv)  The declaration of any payment or distributions; and

            (v)   Amendments to this Agreement.

SECTION 16. LIMITATION OF LIABILITY AND INDEMNIFICATION.

      (a)   LIMITATION OF LIABILITY. The debts, obligations and liabilities of
            the Company, whether arising in contract, tort or otherwise, shall
be solely the debts, obligations and liabilities of the Company, and no Member
or Representative shall be obligated personally for any such debt, obligation or
liability of the Company solely by reason of being a Member or Representative.

      (b)   INDEMNIFICATION. The Company shall indemnify, to the full extent
permitted by the laws of the State of Delaware, any Person who was or is a
defendant or is threatened to be made a defendant to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such Person (i) is or was a Member,
Representative, Alternate, officer, employee or agent of the Company, or (ii) is
or was a Member, Representative, Alternate, officer, employee or agent of the
Company and is or was serving at the request of the Company as a Member,
Representative, Alternate, director, officer, employee or agent of another
corporation, limited liability company, partnership, joint venture, trust or
other enterprise, against expenses (including reasonable attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such Person in connection with such action, suit or proceeding, provided that
the commission or omission which formed the basis of such action, suit or
proceeding does not constitute gross negligence or willful misconduct or
constitute an intentional criminal act on the part of such Person. Any repeal,
amendment or modification of this Section 16 shall not affect any rights or
obligations then existing between the Company and any then incumbent or former
Member, Representative, Alternate, officer, employee or agent with respect to
any state of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought based in whole or in part upon such
state of facts.

      (c)   EXPENSES. Expenses incurred by any current or former Member,
Representative, Alternate, officer, employee or agent in defending or
investigating a threatened or pending action, suit or proceeding shall be paid
by the Company in advance of the final disposition of such action, suit or
proceeding, upon receipt of a written undertaking by or on behalf of the Member,
Representative, Alternate, officer, employee or agent to repay such amount if it
ultimately shall be determined that the Member, Representative, Alternate,
officer, employee or agent is not entitled to be indemnified by the Company as
authorized in this Section 16.

      (d)   NOT EXCLUSIVE. The indemnification and advancement of expenses
mandated or permitted by, or granted pursuant to, this Section 16 shall not be
deemed exclusive of any other

                                      10.



rights to which those seeking indemnification or advancement of expenses may be
entitled under any agreement, contract, vote of Members or disinterested
Representatives (or Alternates) or pursuant to the direction (howsoever
embodied) of any court of competent jurisdiction or otherwise both as to action
by the Person in an official capacity and as to action in another capacity while
holding such office. The provisions of this Section 16 shall not be deemed to
preclude the indemnification of any Person who is not specified in subsections
(b) and (c) above, but whom the Company has the power or obligation to indemnify
under the laws of the State of Delaware or otherwise.

      (e)   INSURANCE. The Company may purchase and maintain insurance on behalf
of any Person who is or was a Member, Representative, Alternate, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a Member, Representative, Alternate, director, officer, employee or
agent of another corporation, limited liability company, partnership, joint
venture, trust or other enterprise against any liability asserted against and
incurred by such Person in any such capacity, or arising out of the Person's
status as such, whether or not the Company would have the power or the
obligation to indemnify such Person of the Company against such liability under
the provisions of this Section 16.

      (f)   CONTINUATION. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section 16 shall continue as to a
Person who has ceased to be a Member, Representative, Alternate, officer,
employee or agent of the Company and shall inure to the benefit of the heirs,
executors and administrators of such Person.

SECTION 17. ASSIGNMENT OF MEMBERSHIP INTERESTS AND NEW MEMBERS.

      (a)   ASSIGNMENT. A Membership Interest shall not be assignable in whole
or in part, except as expressly provided in this Agreement. An assignment of a
Membership Interest shall not entitle the assignee to become or to exercise any
rights or powers of a Member until such assignee is admitted as a Member in
accordance with this Agreement. An assignment shall entitle the assignee only to
receive such distributions, to share in such profits and to receive such
allocations of income, gain, loss, deduction, credit, tax preference and similar
items to which the assignor was entitled to the extent assigned.

      (b)   LIMITATIONS ON ASSIGNMENT. No Member may assign any Membership
Interest (or any portion thereof or interest therein), and no Person shall
become a Member, unless in the opinion of counsel selected by or acceptable to
the Members Committee, such action will not subject the Company to federal
income taxation as an association taxable as a corporation or violate applicable
state or federal securities laws. Any attempted action in contravention of this
Section 17(b) shall be void and of no force or effect. The Company may redeem
the Membership Interest of any Member upon the written consent of all Members,
which consent may be granted or withheld in the sole and absolute discretion of
each Member whose consent is required hereby, and if there would be only one
Member remaining, then, in the sole discretion of the one Member remaining, upon
the admission of one or more additional Members.

      (c)   NEW MEMBERS. A Person, including, without limitation, an assignee of
a Membership Interest, shall be admitted as a Member only upon (i) the written
consent of all other Members, which consent may be granted or withheld in the
sole and absolute discretion of

                                      11.



each Member whose consent is required by this Agreement and (ii) the execution
by such Person of this Agreement. Until the assignee of a Membership Interest is
admitted as a Member, the assignor, subject to the last sentence of Section
17(a), shall continue to be a Member.

SECTION 18. DISSOLUTION.

      The Company shall be dissolved and terminated upon the happening of first
to occur of any of the following events:

      (a)   The expiration of the term of the Company;

      (b)   The approval or written consent of a Majority Interest of the
Members for the dissolution or winding up of the Company;

      (c)   The bankruptcy (as defined in Section 18-304 of the Act) of any
Member, unless within 90 days of such occurrence the Company is continued by the
written consent of a majority of the other Membership Interests, which consent
may be granted or withheld in the sole and absolute discretion of each Member
whose consent is required hereby, and if there is only one Member remaining, the
admission of one or more additional Members. The Company shall automatically
continue without any action on the part of the Members upon the withdrawal,
resignation, expulsion, bankruptcy (as defined in Section 18-304 of the Act) or
dissolution of a Member or other event which terminates the continued membership
of a Member until the Company is otherwise dissolved and terminated pursuant to
the terms of this Agreement; and

      (d)   Judicial dissolution pursuant to the Act.

SECTION 19. WINDING UP AND DISTRIBUTION OF ASSETS.

      (a)   WINDING UP. If the Company is dissolved, the Members Committee shall
wind up the affairs of the Company.

      (b)   DISTRIBUTION OF ASSETS. Upon the winding up of the Company, the
Members Committee shall pay or make reasonable provision to pay all claims and
obligations of the Company, including all costs and expenses of the liquidation
and all contingent, conditional, or unmatured claims and obligations that are
known to the Members Committee but for which the identity of the claimant is
unknown. If there are sufficient assets, such claims and obligations shall be
paid in full and any such provision shall be made in full. If there are
insufficient assets, such claims and obligations shall be paid or provided for
according to their priority and, among claims and obligations of equal priority,
ratably to the extent of assets available therefor. Any remaining assets shall
be distributed as follows:

            (i)   First, to creditors, including Members in their capacities as
creditors, in the order of priority as provided by law; and

            (ii)  Second, to Members in accordance with their respective
positive Capital Accounts, after giving effect to all contributions,
distributions and allocations for all periods.

                                      12.



SECTION 20. CONFLICT OF INTEREST.

      No Member shall be required to act under this Agreement as its sole and
exclusive business activity and any Member may have other business interests and
engage in other activities in addition to those relating to the Company. Neither
the Company nor any Member shall have any right by virtue of this Agreement in
or to any other interests or activities of the others or to the income or
proceeds derived therefrom. A Member may transact business with the Company and,
subject to applicable laws, has the same rights and obligations with respect
thereto as any other Person. No transaction between a Member and the Company
shall be voidable solely because a Member has a direct or indirect interest in
the transaction if either the transaction is fair and reasonable to the Company
or the percentage or number of disinterested Members as required under this
Agreement, or applicable law, authorize, approve or ratify the transaction.

SECTION 21. TAXATION.

      (a)   STATUS OF THE COMPANY. The Members acknowledge that this Agreement
creates a partnership for federal and state income tax purposes (and only for
such purposes), and hereby agree not to elect to be excluded from the
application of Subchapter K of Chapter 1 of Subtitle A of the Code or any
similar state statute.

      (b)   TAX ELECTIONS. The Members Committee shall, upon the written request
of any Member benefited thereby, cause the Company to file an election under
Section 754 of the Code and the Treasury Regulations thereunder to adjust the
basis of the Company assets under Section 734(b) or 743(b) of the Code and a
corresponding election under the applicable sections of state and local law. The
Members Committee shall have the authority to make all other Company elections
permitted under the Code, including elections of methods of depreciation;
provided, however, that no election shall be made pursuant to Treasury
Regulation Section 301.7701.3(c) to cause the Company to be treated for federal
income tax purposes as an association taxable as a corporation without the prior
written consent of all Members.

      (c)   COMPANY TAX RETURNS. The Members Committee shall cause the necessary
federal income and other tax returns and information returns for the Company to
be prepared. Each Member shall provide such information, if any, as may be
needed by the Company for purposes of preparing such tax returns and information
returns. The Members Committee shall deliver to each Member within 90 days after
the end of each fiscal year a copy of the federal income tax returns for the
Company as filed with the appropriate taxing authorities, and upon the written
request of any Member, a copy of any state and local income tax return as filed.

      (d)   TAX AUDITS.

            (i)   Holdings shall be the Company's tax matters Member (the "Tax
Matters Member") with respect to federal income tax audits. If at any time the
Tax Matters Member cannot or elects not to serve as the Tax Matters Member, is
removed by the Members as the Tax Matters Member or ceases to be a Member, a
Majority Interest shall select another Member to be the Tax Matters Member. The
Tax Matters Member, as an authorized representative of the Company, shall direct
the defense of any claims made by the IRS to the extent that such claims

                                      13.



relate to the adjustment of Company items at the Company level. The Tax Matters
Member shall promptly deliver to each Member a copy of any notice of beginning
of administrative proceedings or any report explaining the reasons for a
proposed adjustment received from the IRS relating to or potentially resulting
in an adjustment of Company items. The Tax Matters Member shall, unless a
Majority Interest consents to the contrary, diligently and in good faith contest
any proposed adjustment of a Company item that principally affects the Members
at the administrative and judicial levels, including, if appropriate or if
requested by a Majority Interest, appealing any adverse judicial decision, and
shall consider in good faith any suggestions made by any Member or its counsel
regarding the conduct of such administrative or judicial proceedings. The Tax
Matters Member shall keep each Member advised of all material developments with
respect to any proposed adjustment that come to its attention, including,
without limitation, the scheduling of all conferences and substantive telephone
calls with the IRS. Each Member shall be entitled, at its own expense, to attend
all meetings with the IRS and to review in advance any material written
information (including, without limitation, any pleadings, memoranda or similar
items) to be submitted to the IRS. Without first obtaining the consent of a
Majority Interest, the Tax Matters Member shall not, with respect to any
proposed adjustment of a Company item that materially and adversely affects any
Member, (A) enter into a settlement agreement that purports to bind Members
other than the Tax Matters Member (including, without limitation, any
stipulation consenting to an entry of decision by any tax court), or (B) enter
into an agreement or stipulation extending the statute of limitations.

            (i)   The Company shall promptly deliver to each Member a copy of
all notices, communications, reports or writings of any kind with respect to
income or similar taxes received from any state or local taxing authority
relating to the Company that might materially and adversely affect each Member,
and shall keep such Members advised of all material developments with respect to
any proposed adjustment of Company items that come to its attention.

            (iii) Each Member shall continue to have the rights described in
this Section 21(d) with respect to tax matters relating to any period during
which it was a Member, whether or not it is a Member at the time of the tax
audit or contest.

SECTION 22. NOT A PUBLICLY TRADED PARTNERSHIP.

      All interests in the Company have been or will be issued in a transaction
or transactions that were not required to be registered under the Securities Act
of 1933 (the "1933 Act"), and to the extent such offerings or sales were not
required to be registered under the 1933 Act by reason of Regulation S (17 CFR
230.901 through 230.904) or any successor thereto, such offerings or sales would
not have been required to be registered under the 1933 Act if the interests so
offered or sold had been offered and sold within the United States.

      No admission (or purported admission) of a Member, and no transfer (or
purported transfer) of all or any part of a Member's interest in the Company (or
any economic interest therein) in the Company, whether to another Member or to a
person who is not a Member, shall be effective, and any such admission or
transfer (or purported admission or transfer) shall be void ab initio, and no
person shall otherwise become a Member if after such admission or transfer (or
purported admission or transfer) the Company would have more than 100 Members.

                                      14.



For purposes of determining whether the Company will have more than 100 Members,
each person indirectly owning an interest in the Company through a partnership
(including any entity treated as a partnership for federal income tax purposes),
a grantor trust or an S corporation (each such entity a "flow-through entity")
shall be treated as a Member unless the Members Committee determines in its sole
and absolute discretion that less than substantially all of the value of the
beneficial owner's interest in the flow-through entity is attributable to the
flow-through entity's interest (direct or indirect) in the Company.

SECTION 23. MISCELLANEOUS.

      (a)   GOVERNING LAW. This Agreement and any controversies, claims or
arbitration under this Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to its
conflict of law rules.

      (b)   BINDING EFFECT. Except as otherwise specifically provided herein,
this Agreement shall be binding upon and inure to the benefit of the parties and
their legal representatives, heirs, administrators, executors, successors and
assigns.

      (c)   PRONOUNS AND NUMBER. Wherever from the context it appears
appropriate, each term stated in either the singular or the plural shall include
the singular and the plural, and pronouns stated in either the masculine, the
feminine or the neuter gender shall include the masculine, feminine and neuter.

      (d)   CAPTIONS. Captions or section headings contained in this Agreement
are inserted only as a matter of convenience and in no way define, limit or
extend the scope or intent of this Agreement or any provision of this Agreement.

      (e)   ENFORCEABILITY. If any provision of this Agreement, or the
application of the provision to any Person or circumstance shall be held
invalid, the remainder of this Agreement, or the application of that provision
to Persons or circumstances other than those with respect to which it is held
invalid, shall not be affected thereby.

      (f)   COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.

      (g)   NOTICES. Any notices permitted or required under this Agreement
shall be deemed to have been given when delivered in person, by courier, by
facsimile or three days after being deposited in the United States mail, postage
prepaid, and addressed to the President of the Company at the Company's
principal place of business and to the President of any Member at such Member's
address reflected on the books and records of the Company.

      (h)   ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire
agreement between the parties with respect to the matters set forth in the
Agreement and supersedes all prior understandings or agreements between the
parties with respect to such matters. This Agreement, including all Schedules,
may only be amended, modified or supplemented by written agreement of all
parties to this Agreement.

                                      15.



      (i)   SINGLE MEMBER LLC. Each of the undersigned acknowledges and agrees
that, so long as the Company has less than two (2) Members, certain provisions
of this Agreement may be inapplicable in light of the fact that the Company may
be disregarded as an entity for federal and state income tax purposes (as
determined in good faith by the Members in agreement with the sole Member). In
such event and notwithstanding any provision of this Agreement to the contrary,
any such inapplicable provision shall be construed and adhered to in a manner
and to the fullest extent that the intent of such provision may be carried out
in the context of a single member limited liability company (as determined in
good faith by the sole Member).

      (j)   FURTHER ASSURANCES. The Members shall execute and deliver such
further instruments and do such further acts and things as may be required to
carry out the intent and purposes of this Agreement. Each Member shall execute
all such certificates and other documents and shall do all such filing,
recording, publishing, and other acts as the Members Committee deems appropriate
to comply with the requirements of law for the formation and operation of the
Company and to comply with any laws, rules, and regulations relating to the
acquisition, operation, or holding of the property of the Company.

      (k)   THIRD PARTIES. Except as provided in Section 16 (Indemnification),
nothing in this Agreement, whether express or implied, shall be construed to
give any Person other than a Member or the Company any legal or beneficial or
other equitable right, remedy or claim under or in respect of this Agreement,
any covenant, condition, provision or agreement contained in this Agreement or
the property of Company.

      (l)   FACSIMILE SIGNATURES. The facsimile signature of any Representative
or Member may be used at all times and for all purposes in place of an original
signature.

      (m)   RELIANCE UPON BOOKS, REPORTS AND RECORDS. Unless he has knowledge
concerning the matter in question which makes his reliance unwarranted, each
Representative and Member shall, in the performance of his duties under this
Agreement, be entitled to rely on information, opinions, reports or statements,
including, without limitation, financial statements and other financial data, if
prepared or presented by one or more employees of the Company or by legal
counsel, accountants or other Persons as to matters such Representative or
Member reasonably believes to be within such Person's professional or expert
competence.

      (n)   TIME PERIODS. In applying any provision of this Agreement which
requires that an act be done in or not done in a specified number of days prior
to an event or that an act be done during a period of a specified number of
days, calendar days shall be used, the day of the doing of the act shall be
excluded, and the day of the event shall be included.

      (o)   WAIVER. No failure by any Representative or Member to insist upon
the strict performance of any covenant, duty, agreement or condition of this
Agreement or to exercise any right or remedy consequent upon a breach thereof
shall constitute waiver of any such breach or any other covenant, duty,
agreement or condition.

                                      16.



      The undersigned Members have executed this Agreement as of the date first
set forth above.

                                                     URS HOLDINGS, INC.

                                                     By: /s/ URS Holdings, Inc.
                                                         -----------------------

                                      17.



                                TABLE OF CONTENTS



                                                                                                     PAGE
                                                                                                     ----
                                                                                                  
SECTION 1.   NAME................................................................................      1
SECTION 2.   DEFINITIONS.........................................................................      1
SECTION 3.   BUSINESS PURPOSE OF THE COMPANY.....................................................      3
SECTION 4.   TERM................................................................................      3
SECTION 5.   PRINCIPAL PLACE OF BUSINESS.........................................................      3
SECTION 6.   REGISTERED OFFICE: REGISTERED AGENT.................................................      3
SECTION 7.   MEMBERSHIP INTERESTS; CAPITAL CONTRIBUTIONS; NO
             WITHDRAWAL OR RESIGNATION...........                                                      4
SECTION 8.   DISTRIBUTIONS.......................................................................      4
SECTION 10.  WITHHOLDING.........................................................................      5
SECTION 11.  BOOKS, RECORDS AND ACCOUNTING.......................................................      5
SECTION 12.  COMPANY FUNDS.......................................................................      6
SECTION 13.  MANAGEMENT..........................................................................      6
SECTION 14.  MEETINGS OF MEMBERS.................................................................      9
SECTION 15.  VOTING..............................................................................      9
SECTION 16.  LIMITATION OF LIABILITY AND INDEMNIFICATION.........................................     10
SECTION 17.  ASSIGNMENT OF MEMBERSHIP INTERESTS AND NEW
             MEMBERS..................................                                                11
SECTION 18.  DISSOLUTION.........................................................................     12
SECTION 19.  WINDING UP AND DISTRIBUTION OF ASSETS...............................................     12
SECTION 20.  CONFLICT OF INTEREST................................................................     13
SECTION 21.  TAXATION............................................................................     13
SECTION 22.  NOT A PUBLICLY TRADED PARTNERSHIP...................................................     14
SECTION 23.  MISCELLANEOUS.......................................................................     15
SCHEDULE I  MEMBERS


                                       i.

EX-4.5

                                                                     EXHIBIT 4.5

================================================================================

                           THIRD AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                            RADIAN INTERNATIONAL LLC

                      A DELAWARE LIMITED LIABILITY COMPANY

                          DATED AS OF SEPTEMBER 9, 2004

================================================================================



                           THIRD AMENDED AND RESTATED
                       LIMITED LIABILITY COMPANY AGREEMENT

      This Third Amended and Restated Limited Liability Agreement of Radian
International LLC (the "Company") is entered into as of September 9, 2004, by
and among those persons listed as Members (the "Members") from time to time on
Schedule I attached hereto.

SECTION 1. RESTATEMENT OF LIMITED LIABILITY COMPANY AGREEMENT.

      The Members agree that the Second Amended and Restated Limited Liability
Company Agreement of the Company, dated as of April 15, 2002, is hereby replaced
in its entirety by this Agreement as September 9, 2004.

SECTION 2. NAME.

      The business of the Company shall be conducted under the name "Radian
International LLC".

SECTION 3. DEFINITIONS.

      For purposes of this Agreement, unless the context clearly indicates
otherwise, the following terms shall have the following meanings:

      (a) "Act" means the Delaware Limited Liability Company Act, Delaware Code
Title 6, Sections 18-101 et seq., as amended from time to time.

      (b) "Agreement" means this Third Amended and Restated Limited Liability
Company Agreement, as amended, modified or supplemented from time to time.

      (c) "Alternates" has the meaning set forth in Section 14(c) of this
Agreement.

      (d) "Business Purpose" has the meaning set forth in Section 4 of this
Agreement.

      (e) "Capital Account" means, with respect to each Member, the account
established on the books and records of the Company for such Member. Each
Member's Capital Account shall initially equal the value of the capital account
maintained with respect to such Member, or such Member's predecessor, on the
books and records of the Company. During the term of the Company, each Member's
Capital Account shall be (i) increased by the amount of (w) income and gain
allocated to the Member and (x) any cash or property subsequently contributed by
the Member to the Company, and (ii) decreased by the amount of (y) loss and
deduction allocated to the Member and (z) all cash and property distributed to
the Member, and shall otherwise be kept in accordance with applicable United
States Treasury Regulations promulgated under Section 704(b) of the Code.

      (f) "Capital Contribution" means the total amount of cash or other
property contributed to the Company, or services rendered to the Company, by a
Member without charge.



Contributed property shall be valued at fair market value, net of any
liabilities assumed to which the contributed property is subject.

      (g) "Code" means the United States Internal Revenue Code of 1986, as
amended, modified or rescinded from time to time, or any similar provision of
succeeding law.

      (h) "Company" has the meaning set forth in the recitals of this Agreement.

      (i) "CRI" has the meaning set forth in the introductory paragraph of this
Agreement.

      (j) "CRI Alternate" has the meaning set forth in Section 14(c) of this
Agreement.

      (k) "CRI Representative" means any Person selected by CRI to represent it
on the Members Committee.

      (l) "DEI" has the meaning set forth in the introductory paragraph of this
Agreement.

      (m) "IRS" means the United States Internal Revenue Service or any
successor entity.

      (n) "Majority Interest" means more than 50% of all Membership Interests.

      (o) "Member" has the meaning set forth in the introductory paragraph of
this Agreement.

      (p) "Membership Interest" means the percentage interest in the Company of
a Member as set forth opposite such Member's name on Schedule I attached to this
Agreement as amended, modified or supplemented from time to time.

      (q) "Members Committee" means the committee of Representatives described
in Section 14 of this Agreement.

      (r) "Net Cash Flow" means for any period the amount, computed on a cash
basis, equal to:

            (i) the sum of (A) gross receipts from business operations, all
investment income and investment gain of the Company and all other cash received
by the Company, all without double counting and (B) any amounts released from
Reserves;

decreased by

            (ii) the sum of (A) disbursements of the Company for operating
expenses, expenditures for capital investments and reinvestments, principal
payments on indebtedness, interest and other expenses, including any repayment
of indebtedness required or elected to be made in connection with any
refinancing, sale or other event, and (B) any increase in Reserves.

      (s) "1933 Act" has the meaning set forth in Section 23 of this Agreement.

      (t) "Person" means any individual, corporation, partnership, association,
limited liability company, trust, estate or other enterprise or entity.

                                       2.


      (u) "Representative" means each of the Representatives of the Company
designated from time to time by the Members in accordance with Section 14(c) of
this Agreement. As used in this Agreement and for purposes of the Act, the term
Representative shall have the same meaning and have such rights, powers and
authorities of a "manager" as provided in the Act and as otherwise provided by
law.

      (v) "Reserves" means the reasonable reserves established and maintained
from time to time in amounts reasonably determined by the Members Committee to
be adequate and sufficient for current and future operating and working capital
and to pay for taxes, insurance, service of indebtedness, amortization of
indebtedness, repairs, replacements or renewals, management fees or other costs
and expenses incident to the Company's business or otherwise to provide for the
long-term goals of the Company or any other purpose, including reserves for
unforeseen or contingent liabilities, debts or obligations.

      (w) "Secretary" means the Secretary of State for the State of Delaware.

      (x) "Tax Matters Member" has the meaning set forth in Section 22(d) of
this Agreement.

      (y) "TCM" has the meaning set forth in the introductory paragraph of this
Agreement.

      (z) "Treasury Regulations" means the income tax regulations, including any
temporary regulations, from time to time promulgated under the Code.

SECTION 4. BUSINESS PURPOSE OF THE COMPANY.

      The business purpose of the Company (the "Business Purpose") is to carry
on any lawful business, purpose or activity, whether or not for profit, with the
exception of the business of granting policies of insurance, or assuming
insurance risks or banking as defined in Section 126 of Title 8 of the Code of
Delaware.

SECTION 5. TERM.

      The term of the Company shall continue until the earlier of (a) June 30,
2076, or (b) the date as of which the Company is dissolved in accordance with
this Agreement or by law.

SECTION 6. PRINCIPAL PLACE OF BUSINESS.

      The principal place of business of the Company shall be located in or near
San Francisco, California or at such other place or places as the Members
Committee may from time to time determine. The business of the Company may also
be conducted at such additional place or places as the Members Committee may
designate; provided, however, that the Company shall not maintain an office or a
principal place of business in any jurisdiction that would jeopardize the
limitation on liability afforded to the Members under the Act or this Agreement
and; provided, further, that the Members Committee shall take, or cause to be
taken, all steps necessary to preserve the limited liability of the Members in
connection with any such additional places of business.

                                       3.


SECTION 7. REGISTERED OFFICE: REGISTERED AGENT.

      The registered office of the Company in Delaware shall be Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Company's
agent for service of process on the Company in Delaware shall be The Corporation
Trust Company. The Members Committee may change, at any time and from time to
time, the location of such registered office and/or such registered agent upon
written notice of the change to the Members.

SECTION 8. MEMBERSHIP INTERESTS; CAPITAL CONTRIBUTIONS; NO WITHDRAWAL OR
           RESIGNATION.

      (a) MEMBERSHIP INTERESTS. Each Member's Membership Interest as of the date
hereof is set forth opposite such Member's name on Schedule I attached to this
Agreement.

      (b) ADDITIONAL CONTRIBUTIONS; INTEREST. No Member shall be obligated to
make any additional capital contribution. Upon any additional capital
contribution made by any Member, the Membership Interests of the Members shall
be adjusted accordingly and stated on an amendment to Schedule I attached to
this Agreement. No Member has any obligation to restore a deficit balance in
such Member's Capital Account or to make any contributions to the Company in
order to restore such deficit balance. No Member shall be paid interest on its
Capital Contribution.

      (c) LIABILITY FOR PROMISED CONTRIBUTIONS. A Member is obligated for
agreements to make capital contributions, even if the Member is unable to
perform because of bankruptcy, or any other reason. If a Member does not make
the Member's agreed upon contribution of services or property, the Member is
obligated, at the option of the Company, to contribute cash equal to the value
of the agreed upon contribution.

      (d) WITHDRAWAL AND RESIGNATION; RETURN OF CAPITAL CONTRIBUTION. No Member
shall be entitled to withdraw or resign as a Member or to receive any part of
such Member's Capital Contribution or any distribution from the Company in
connection therewith.

SECTION 9. DISTRIBUTIONS.

      Net Cash Flow shall be distributed among the Members in accordance with
their respective Membership Interests from time to time as determined by a
Majority Interest of the Members and the Members Committee. In the event the
Company is subject to any tax or other obligation which is attributable to the
interest of one or more Members in the Company, but fewer than all the Members,
such tax or other obligation shall be specially allocated to, and charged
against the Capital Account of, such Member or Members, and the amounts
otherwise distributable to such Member or Members pursuant to this Agreement
shall be reduced by such amount.

SECTION 10. ALLOCATION OF INCOME AND LOSSES.

      (a) ALLOCATIONS. Items of income, gain, loss, deduction, credit and tax
preference to be allocated among the Members shall be allocated in accordance
with their respective Membership Interests; provided, however, such allocations
shall be adjusted, if necessary, so as

                                       4.


to have "substantial economic effect" as provided in Code Section 704(b) and the
Treasury Regulations thereunder.

      (b) CHANGE IN MEMBERSHIP INTERESTS. If there is a change in any Member's
Membership Interest during any year, allocations among the Members shall be made
in accordance with their Membership Interests in the Company from time to time
during such year in accordance with Section 706 of the Code using the
closing-of-the-books method, except that depreciation, amortization and similar
items shall be deemed to accrue ratably on a daily basis over the entire year
during which the corresponding asset is owned by the Company for the entire
year, and over the portion of a year after such asset is placed in service by
the Company if such asset is placed in service during the year.

      (c) SPECIAL RULES.

            (i) If any Company asset has a book value different than its
adjusted tax basis to the Company for federal income tax purposes (whether by
reason of the contribution of such property to the Company, the revaluation of
such property under this Agreement or otherwise), allocations of income, gain,
loss, deduction, credit and tax preference under this Section 10 with respect to
such asset shall take account of any variation between the adjusted tax basis of
such asset for federal income tax purposes and its book value in any manner
prescribed by Section 704(c) of the Code or the Treasury Regulations thereunder.

            (ii) Items of income, gain, loss, deduction, credit and tax
preference for state and local income tax purpose shall be allocated to and
among the Members in a manner consistent with the allocation of such items for
federal income tax purposes in accordance with the foregoing provisions of this
Section 10.

SECTION 11. WITHHOLDING.

      The Company is authorized to withhold from distributions to be made to a
Member, or with respect to allocations to a Member, and to pay over to a
federal, state or local government, any amounts required to be withheld pursuant
to the Code or any provisions of any other federal, state or local law. Any
amounts so withheld shall be treated as distributed to such Member pursuant to
this Section 11 for all purposes of this Agreement and shall be offset against
the net amounts otherwise distributable to such Member. The Company may also
withhold from distributions that would otherwise be made to a Member, and apply
to the obligations of such Member, any amounts that such Member owes to the
Company. In addition, any tax imposed upon the Company resulting from the
Membership Interest of any Member shall be treated as a distribution to such
Member and shall reduce future distributions of Net Cash Flow to such Member.

SECTION 12. BOOKS, RECORDS AND ACCOUNTING.

      (a) BOOKS AND RECORDS. The Company shall maintain complete and accurate
books and records of the Company's business and affairs. The financial records
shall be kept in accordance with generally accepted accounting principles,
consistently applied. The books and records shall be maintained at the principal
place of business of the Company and shall be accessible to the Members in
accordance with the Act.

                                       5.


      (b) FISCAL YEAR; ACCOUNTING. . The Company's fiscal year shall be
determined by the Members Committee. The accounting methods and principles to be
followed by the Company shall be selected from time to time by the Members
Committee.

      (c) REPORTS. The Company shall provide to the Members reports concerning
the financial condition and results of operation of the Company and the Members'
Capital Accounts within 90 days after the end of each fiscal year.

SECTION 13. COMPANY FUNDS.

      The funds of the Company shall be deposited in such bank or other
financial institution account or accounts, or invested in such interest-bearing
or non-interest-bearing investments, as shall be designated by the Members
Committee. All withdrawals from any such bank accounts shall be made only by the
Members Committee or by individuals duly appointed by the Members Committee.

SECTION 14. MANAGEMENT.

      (a) MEMBERS COMMITTEE. It shall be the duty and responsibility of the
Members Committee solely and exclusively to manage and control the business and
affairs of the Company, and, subject to Section 16, all decisions regarding the
business and affairs of the Company shall be made by the Members Committee.
Except as provided in this Agreement, each Representative shall have all the
rights and powers of a Representative as provided in the Act and as otherwise
provided by law, and any action taken by a Representative in the manner provided
for in this Agreement shall constitute the act of and serve to bind the Company.
The Members Committee may delegate its authorities and responsibilities for
management of the business affairs of the Company to third parties, but such
delegation shall not relieve the Members Committee of any of its obligations
under this Agreement. In furtherance of this right of delegation, the Members
Committee may appoint and authorize officers of the Company to act on behalf of
the Company with such power and authority as the Members Committee may delegate
in writing to such officer. Subject to Section 16, the Members Committee is
hereby granted (i) the right, power and authority to do on behalf of the Company
all things which, in its judgment, are necessary, proper or desirable to carry
out the aforementioned duties and responsibilities, including but not limited to
the right, power and authority from time to time to incur Company expenses; to
employ and dismiss from employment any and all employees, agents, independent
contractors, attorneys and accountants; to establish employee benefits plans; to
enter into leases for real or personal property; to purchase equipment; and to
manage all other aspects of running the business of the Company all in
accordance with any authorization policy adopted by the Members Committee; and
(ii) such other rights, powers and authorities of a Members Committee as
provided in the Act and as otherwise provided by law.

      (b) NO MANAGEMENT BY MEMBERS. Except as otherwise provided in this
Agreement, no Member shall take part in the day-to-day management, or the
operation or control of the business and affairs of the Company. Except as
expressly delegated by the Members Committee, no Member shall be an agent of the
Company or have any right, power or authority to transact any business in the
name of the Company or to act for or on behalf of the Company.

                                       6.


      (c) NUMBER, QUALIFICATION AND TENURE OF REPRESENTATIVES. The Members
Committee shall be established from time to time by resolution of the Members
Committee, and shall be comprised of Member Representatives. As of the date
hereof, the Members Committee shall consist entirely of CRI Representatives. The
composition of the Members Committee shall as closely as possible reflect the
Member's respective Membership Interest at that time. The Chairman of the
Members Committee shall be established from time to time by resolution of the
Members Committee. Any Representative shall continue to serve in such capacity
until the Member appointing such Representative has notified the other Members
in writing of his or her replacement. Any Member may, by written notice to the
other Members, designate a person to serve as an alternate for each such
Member's Representative (each alternate being referred to in this Agreement as
an "Alternate" and, collectively, as the "Alternates"), and such Alternate shall
be entitled, in the absence of such Member's Representative, to attend meetings,
to have such Alternate's presence counted for purposes of establishing a quorum
and to vote on behalf of such Member's Representative at any meeting of the
Members Committee. Each Member, in dealing with other Member's Representatives
or Alternates shall be entitled to rely conclusively upon the power and
authority of such Representatives or Alternates to bind its Member with respect
to all matters unless and until it receives notice to the contrary in writing
from such Member. To the fullest extent permitted by law, each Representative
and Alternate shall be deemed the agent of the Member which appointed such
Person a Representative or Alternate, and such Representative or Alternate shall
not be deemed an agent or a sub-agent of the Company or the other Members and
shall have no duty (fiduciary or otherwise) to the Company or the other Members.
Each Member, by execution of this Agreement, agrees to, consents to, and
acknowledges the delegation of powers and authority to such Representatives and
Alternates, and the actions and decisions of such Representatives and Alternates
within the scope of their respective authority as provided in this Agreement.

      (d) MEETINGS. Meetings shall be held at such time and at such place as
shall from time to time be determined by the Members Committee. Meetings of the
Members Committee may be held by conference telephone or other means of
communication by means of which all participants can hear and speak to each
other. Participation in such meeting in such manner shall constitute attendance
and presence in person at the meeting of the person or persons so participating.
No notice of the regular annual meeting need be given. Special meetings of the
Members Committee may be called by the Chairman of the Members Committee or by
any Member on at least one business day's notice to the other Member. The
requested notice may be expressly waived by any Representative, and attendance
by any Representative or Alternate at any meeting of the Members Committee shall
constitute an effective waiver of any required prior notice to the Member
represented by such Representative or Alternate of such meeting, unless such
attendee declares at the onset of such meeting that such attendee's attendance
at such meeting is solely for the purpose of contesting the validity of any
required notice for the meeting. The Chairman of the Members Committee shall,
(i) with reasonable advance notice (which in the case of regular meetings shall
not be less than five days), prepare and distribute an agenda for each meeting
of the Members Committee, (ii) organize and conduct such meeting and (iii)
prepare and distribute minutes of such meeting. Any Member may propose in
advance topics for the agenda or raise topics which are not on the agenda for
such meeting. Each Representative or Alternate of any Member may bring one or
more other advisors to any meeting; provided, that such advisors shall not have
the right to vote on any matter brought before the Members Committee; and
provided further, that the CRI Representatives or Alternates

                                       7.


shall have the right to call executive sessions of the Members Committee and to
exclude any Person not a Representative or Alternate from such executive
session.

      (e) QUORUM AND VOTING A quorum of the Members Committee shall be comprised
of a majority of Representatives or Alternates (or any combination thereof) of
the full Members Committee as constituted pursuant to Section 14(a) of this
Agreement. The affirmative vote of a majority of the Members Committee at a
meeting at which a quorum is present being entitled to vote at any such meeting
must be obtained in connection with the decision of any matter being considered
by the Members Committee. If a quorum is not present, the Representatives and
Alternates present may adjourn the meeting without notice, other than an
announcement at the meeting, until a quorum is present.

      (f) COMMITTEES. The Members Committee may appoint from among its members
an Executive Committee, an Audit Committee, a Compensation Committee and other
committees, composed of two or more Representatives, to serve at the pleasure of
the Members Committee. Except as expressly limited by applicable law or this
Agreement, each such committee shall exercise such powers and authority as the
Members Committee may determine and specify in a writing, or any amendment
thereto, designating such committee. Unless otherwise specified in the writing
designating the committee, a majority of the members of such committee may elect
its Chairman, fix its rules of procedure, fix the time and place of meetings and
specify what notice of meetings, if any, shall be given. Written records of the
proceedings of any committee shall be maintained and furnished to the Members
Committee.

      (g) ACTION WITHOUT MEETING. Any action required or permitted to be taken
at a meeting of the Members Committee, or of any committee thereof, may be taken
without a meeting and without prior notice if the Members Committee, or
committee thereof, executes one or more identical written consents, setting
forth the action to be taken, signed by at least a majority of the
Representatives (in connection with Members Committee action) or by at least a
majority of the members of any committee (with respect to action by other
committees), provided that such consent or consents are obtained from at least
one CRI Representative or CRI Alternate and, provided futher that prompt notice
of the taking of any action under this subsection by less than unanimous written
consent shall be given to those Representatives or committee members who did not
consent in writing to the action.

      (h) COMPENSATION. The Members Committee shall not receive any
compensation, but shall be reimbursed by the Company for reasonable expenses
associated with attendance at meetings.

      (i) RULES OF PROCEDURE. The Members Committee may from time to time adopt
detailed rules and procedures not inconsistent with this Agreement for the
management of the business of the Company.

      (j) RIGHT TO RELY ON AUTHORITY OF THE REPRESENTATIVES. Any action taken by
the Representatives in their capacity as such, acting on behalf of the Company
pursuant to the authority conferred on them in this Agreement, shall be binding
on the Company. In no event shall any Person dealing with the Representatives
with respect to the conduct of the affairs of the Company be obligated to
ascertain that the terms of this Agreement have been complied with, or

                                       8.


be obligated to inquire into the necessity or expediency of any act or action of
the Representatives. Every contract, agreement, promissory note or other
instrument or document executed by a Representative with respect to any property
of the Company or the conduct of its affairs, in his/her capacity as a
Representative acting on behalf of the Company pursuant to the authority
conferred on him/her in this Agreement, shall be conclusive evidence in favor of
any and every Person relying thereon or claiming under this Agreement that (i)
at the time of the execution and/or delivery of such instrument or document,
this Agreement was in full force and effect, (ii) such instrument or document
was duly executed in accordance with the terms and provisions of this Agreement
and is binding upon the Company, and (iii) the Representative was duly
authorized and empowered to execute and deliver any and every such instrument or
document for and on behalf of the Company. Nothing set forth in this subsection
shall be construed as relieving the Representatives from liability to the
Company or the Members for breach of any of the provisions of this Agreement, or
for acting or failing to act in such manner as constitutes an exception from
indemnification provisions contained in Section 17.

      (k) RESPONSIBILITY OF MEMBERS AND REPRESENTATIVES. No Member or
Representative (or their Affiliates) shall have any fiduciary or other duty or
responsibility to the Company, or to any other Member or Representative (or
their Affiliates), except as expressly provided in this Agreement or for acts or
omissions that constitute willful misconduct or constitute an intentional
criminal act. No Representative or Alternate shall be liable to the Company or
any Member or other Representative or Alternate (or their Affiliates) because of
a decision by the Members Committee to have the Company engage in, or not engage
in, a particular business, activity or project.

SECTION 15. MEETINGS OF MEMBERS.

      (a) MEETINGS OF MEMBERS. Meetings of Members for any proper purpose may be
called at any time by any Member or Members whose Membership Interest(s) equal
or exceed 50% or by the Members Committee. Members may participate in any
meeting through the use of telephones, video conference or similar
communications equipment by means of which all individuals participating in the
meeting can hear and speak to each other, and such participation shall
constitute presence in person at the meeting. The Company shall give written
notice of the date, time, place and purpose of any meeting to all Members at
least ten days and not more than 60 days prior to the date fixed for the
meeting. Notice may be waived by any Member.

      (b) CONSENT OF MEMBERS. Any action required or permitted to be taken at
any annual or special meeting of Members may be taken by execution of one or
more identical written consents without a meeting, without prior notice and
without a vote. The written consent shall set forth the action so taken and
shall be signed by Members having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
Members entitled to vote thereon were present and voting. Prompt notice of the
taking of action by written consent shall be given to all Members who did not
sign the written consent.

                                       9.


SECTION 16. VOTING.

      (a) MEMBERS. The affirmative vote or written consent of a Majority
Interest shall decide all matters properly brought before the Members.

      (b) VOTING. A Member may vote either in person or by written proxy or
consent signed by the Member or by its duly authorized attorney in fact.

      (c) ACTIONS REQUIRING MEMBER APPROVAL. Notwithstanding any other provision
of this Agreement, the affirmative vote or written consent of Members whose
Membership Interest(s) exceed 50% shall be required to approve the following
matters:

            (i) The dissolution or winding up of the Company;

            (ii) The merger or consolidation of the Company;

            (iii) The sale, exchange, mortgage, pledge, encumbrance, lease or
other disposition or transfer of all or substantially all of the assets of the
Company;

            (iv) The declaration of any payment or distributions; and

            (v) Amendments to this Agreement.

SECTION 17. LIMITATION OF LIABILITY AND INDEMNIFICATION.

      (a) LIMITATION OF LIABILITY. The debts, obligations and liabilities of the
Company, whether arising in contract, tort or otherwise, shall be solely the
debts, obligations and liabilities of the Company, and no Member or
Representative shall be obligated personally for any such debt, obligation or
liability of the Company solely by reason of being a Member or Representative.

      (b) INDEMNIFICATION. The Company shall indemnify, to the full extent
permitted by the laws of the State of Delaware, any Person who was or is a
defendant or is threatened to be made a defendant to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such Person (i) is or was a Member,
Representative, Alternate, officer, employee or agent of the Company, or (ii) is
or was a Member, Representative, Alternate, officer, employee or agent of the
Company and is or was serving at the request of the Company as a Member,
Representative, Alternate, director, officer, employee or agent of another
corporation, limited liability company, partnership, joint venture, trust or
other enterprise, against expenses (including reasonable attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such Person in connection with such action, suit or proceeding, provided that
the commission or omission which formed the basis of such action, suit or
proceeding does not constitute gross negligence or willful misconduct or
constitute an intentional criminal act on the part of such Person. Any repeal,
amendment or modification of this Section 17 shall not affect any rights or
obligations then existing between the Company and any then incumbent or former
Member, Representative, Alternate, officer, employee or agent with respect to
any state of facts then or theretofore

                                      10.


existing or any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon such state of facts.

      (c) EXPENSES. Expenses incurred by any current or former Member,
Representative, Alternate, officer, employee or agent in defending or
investigating a threatened or pending action, suit or proceeding shall be paid
by the Company in advance of the final disposition of such action, suit or
proceeding, upon receipt of a written undertaking by or on behalf of the Member,
Representative, Alternate, officer, employee or agent to repay such amount if it
ultimately shall be determined that the Member, Representative, Alternate,
officer, employee or agent is not entitled to be indemnified by the Company as
authorized in this Section 17.

      (d) NOT EXCLUSIVE. The indemnification and advancement of expenses
mandated or permitted by, or granted pursuant to, this Section 17 shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any agreement, contract, vote of
Members or disinterested Representatives (or Alternates) or pursuant to the
direction (howsoever embodied) of any court of competent jurisdiction or
otherwise both as to action by the Person in an official capacity and as to
action in another capacity while holding such office. The provisions of this
Section 17 shall not be deemed to preclude the indemnification of any Person who
is not specified in subsections (b) and (c) above, but whom the Company has the
power or obligation to indemnify under the laws of the State of Delaware or
otherwise.

      (e) INSURANCE. The Company may purchase and maintain insurance on behalf
of any Person who is or was a Member, Representative, Alternate, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a Member, Representative, Alternate, director, officer, employee or
agent of another corporation, limited liability company, partnership, joint
venture, trust or other enterprise against any liability asserted against and
incurred by such Person in any such capacity, or arising out of the Person's
status as such, whether or not the Company would have the power or the
obligation to indemnify such Person of the Company against such liability under
the provisions of this Section 17.

      (f) CONTINUATION. The indemnification and advancement of expenses provided
by, or granted pursuant to, this Section 17 shall continue as to a Person who
has ceased to be a Member, Representative, Alternate, officer, employee or agent
of the Company and shall inure to the benefit of the heirs, executors and
administrators of such Person.

SECTION 18. ASSIGNMENT OF MEMBERSHIP INTERESTS AND NEW MEMBERS.

      (a) ASSIGNMENT. A Membership Interest shall not be assignable in whole or
in part, except as expressly provided in this Agreement. An assignment of a
Membership Interest shall not entitle the assignee to become or to exercise any
rights or powers of a Member until such assignee is admitted as a Member in
accordance with this Agreement. An assignment shall entitle the assignee only to
receive such distributions, to share in such profits and to receive such
allocations of income, gain, loss, deduction, credit, tax preference and similar
items to which the assignor was entitled to the extent assigned.

                                      11.


      (b) LIMITATIONS ON ASSIGNMENT. No Member may assign any Membership
Interest (or any portion thereof or interest therein), and no Person shall
become a Member, unless in the opinion of counsel selected by or acceptable to
the Members Committee, such action will not subject the Company to federal
income taxation as an association taxable as a corporation or violate applicable
state or federal securities laws. Any attempted action in contravention of this
Section 18(b) shall be void and of no force or effect. The Company may redeem
the Membership Interest of any Member upon the written consent of all Members,
which consent may be granted or withheld in the sole and absolute discretion of
each Member whose consent is required hereby, and if there would be only one
Member remaining, then, in the sole discretion of the one Member remaining, upon
the admission of one or more additional Members.

      (c) NEW MEMBERS. A Person, including, without limitation, an assignee of a
Membership Interest, shall be admitted as a Member only upon (i) the written
consent of all other Members, which consent may be granted or withheld in the
sole and absolute discretion of each Member whose consent is required by this
Agreement and (ii) the execution by such Person of this Agreement. Until the
assignee of a Membership Interest is admitted as a Member, the assignor, subject
to the last sentence of Section 18(a), shall continue to be a Member.

SECTION 19. DISSOLUTION.

      The Company shall be dissolved and terminated upon the happening of first
to occur of any of the following events:

      (a) The expiration of the term of the Company;

      (b) The approval or written consent of a Majority Interest of the Members
for the dissolution or winding up of the Company;

      (c) The bankruptcy (as defined in Section 18-304 of the Act) of any
Member, unless within 90 days of such occurrence the Company is continued by the
written consent of a majority of the other Membership Interests, which consent
may be granted or withheld in the sole and absolute discretion of each Member
whose consent is required hereby, and if there is only one Member remaining, the
admission of one or more additional Members. The Company shall automatically
continue without any action on the part of the Members upon the withdrawal,
resignation, expulsion, bankruptcy (as defined in Section 18-304 of the Act) or
dissolution of a Member or other event which terminates the continued membership
of a Member until the Company is otherwise dissolved and terminated pursuant to
the terms of this Agreement; and

      (d) Judicial dissolution pursuant to the Act.

SECTION 20. WINDING UP AND DISTRIBUTION OF ASSETS.

      (a) WINDING UP. If the Company is dissolved, the Members Committee shall
wind up the affairs of the Company.

      (b) DISTRIBUTION OF ASSETS. Upon the winding up of the Company, the
Members Committee shall pay or make reasonable provision to pay all claims and
obligations of the Company, including all costs and expenses of the liquidation
and all contingent, conditional, or

                                      12.


unmatured claims and obligations that are known to the Members Committee but for
which the identity of the claimant is unknown. If there are sufficient assets,
such claims and obligations shall be paid in full and any such provision shall
be made in full. If there are insufficient assets, such claims and obligations
shall be paid or provided for according to their priority and, among claims and
obligations of equal priority, ratably to the extent of assets available
therefor. Any remaining assets shall be distributed as follows:

            (i) First, to creditors, including Members in their capacities as
creditors, in the order of priority as provided by law; and

            (ii) Second, to Members in accordance with their respective positive
Capital Accounts, after giving effect to all contributions, distributions and
allocations for all periods.

SECTION 21. CONFLICT OF INTEREST.

      No Member shall be required to act under this Agreement as its sole and
exclusive business activity and any Member may have other business interests and
engage in other activities in addition to those relating to the Company. Neither
the Company nor any Member shall have any right by virtue of this Agreement in
or to any other interests or activities of the others or to the income or
proceeds derived therefrom. A Member may transact business with the Company and,
subject to applicable laws, has the same rights and obligations with respect
thereto as any other Person. No transaction between a Member and the Company
shall be voidable solely because a Member has a direct or indirect interest in
the transaction if either the transaction is fair and reasonable to the Company
or the percentage or number of disinterested Members as required under this
Agreement, or applicable law, authorize, approve or ratify the transaction.

SECTION 22. TAXATION.

      (a) STATUS OF THE COMPANY. The Members acknowledge that this Agreement
creates a partnership for federal and state income tax purposes (and only for
such purposes), and hereby agree not to elect to be excluded from the
application of Subchapter K of Chapter 1 of Subtitle A of the Code or any
similar state statute.

      (b) TAX ELECTIONS. The Members Committee shall, upon the written request
of any Member benefited thereby, cause the Company to file an election under
Section 754 of the Code and the Treasury Regulations thereunder to adjust the
basis of the Company assets under Section 734(b) or 743(b) of the Code and a
corresponding election under the applicable sections of state and local law. The
Members Committee shall have the authority to make all other Company elections
permitted under the Code, including elections of methods of depreciation;
provided, however, that no election shall be made pursuant to Treasury
Regulation Section 301.7701.3(c) to cause the Company to be treated for federal
income tax purposes as an association taxable as a corporation without the prior
written consent of all Members.

      (c) COMPANY TAX RETURNS. The Members Committee shall cause the necessary
federal income and other tax returns and information returns for the Company to
be prepared. Each Member shall provide such information, if any, as may be
needed by the Company for purposes of preparing such tax returns and information
returns. The Members Committee shall

                                      13.


deliver to each Member within 90 days after the end of each fiscal year a copy
of the federal income tax returns for the Company as filed with the appropriate
taxing authorities, and upon the written request of any Member, a copy of any
state and local income tax return as filed.

      (d) TAX AUDITS.

            (i) CRI shall be the Company's tax matters Member (the "Tax Matters
Member") with respect to federal income tax audits. If at any time the Tax
Matters Member cannot or elects not to serve as the Tax Matters Member, is
removed by the Members as the Tax Matters Member or ceases to be a Member, a
Majority Interest shall select another Member to be the Tax Matters Member. The
Tax Matters Member, as an authorized representative of the Company, shall direct
the defense of any claims made by the IRS to the extent that such claims relate
to the adjustment of Company items at the Company level. The Tax Matters Member
shall promptly deliver to each Member a copy of any notice of beginning of
administrative proceedings or any report explaining the reasons for a proposed
adjustment received from the IRS relating to or potentially resulting in an
adjustment of Company items. The Tax Matters Member shall, unless a Majority
Interest consents to the contrary, diligently and in good faith contest any
proposed adjustment of a Company item that principally affects the Members at
the administrative and judicial levels, including, if appropriate or if
requested by a Majority Interest, appealing any adverse judicial decision, and
shall consider in good faith any suggestions made by any Member or its counsel
regarding the conduct of such administrative or judicial proceedings. The Tax
Matters Member shall keep each Member advised of all material developments with
respect to any proposed adjustment that come to its attention, including,
without limitation, the scheduling of all conferences and substantive telephone
calls with the IRS. Each Member shall be entitled, at its own expense, to attend
all meetings with the IRS and to review in advance any material written
information (including, without limitation, any pleadings, memoranda or similar
items) to be submitted to the IRS. Without first obtaining the consent of a
Majority Interest, the Tax Matters Member shall not, with respect to any
proposed adjustment of a Company item that materially and adversely affects any
Member, (A) enter into a settlement agreement that purports to bind Members
other than the Tax Matters Member (including, without limitation, any
stipulation consenting to an entry of decision by any tax court), or (B) enter
into an agreement or stipulation extending the statute of limitations.

            (ii) The Company shall promptly deliver to each Member a copy of all
notices, communications, reports or writings of any kind with respect to income
or similar taxes received from any state or local taxing authority relating to
the Company that might materially and adversely affect each Member, and shall
keep such Members advised of all material developments with respect to any
proposed adjustment of Company items that come to its attention.

            (iii) Each Member shall continue to have the rights described in
this Section 22(d) with respect to tax matters relating to any period during
which it was a Member, whether or not it is a Member at the time of the tax
audit or contest.

                                      14.


SECTION 23. NOT A PUBLICLY TRADED PARTNERSHIP.

      All interests in the Company have been or will be issued in a transaction
or transactions that were not required to be registered under the Securities Act
of 1933 (the "1933 Act"), and to the extent such offerings or sales were not
required to be registered under the 1933 Act by reason of Regulation S (17 CFR
230.901 through 230.904) or any successor thereto, such offerings or sales would
not have been required to be registered under the 1933 Act if the interests so
offered or sold had been offered and sold within the United States.

      No admission (or purported admission) of a Member, and no transfer (or
purported transfer) of all or any part of a Member's interest in the Company (or
any economic interest therein) in the Company, whether to another Member or to a
person who is not a Member, shall be effective, and any such admission or
transfer (or purported admission or transfer) shall be void ab initio, and no
person shall otherwise become a Member if after such admission or transfer (or
purported admission or transfer) the Company would have more than 100 Members.
For purposes of determining whether the Company will have more than 100 Members,
each person indirectly owning an interest in the Company through a partnership
(including any entity treated as a partnership for federal income tax purposes),
a grantor trust or an S corporation (each such entity a "flow-through entity")
shall be treated as a Member unless the Members Committee determines in its sole
and absolute discretion that less than substantially all of the value of the
beneficial owner's interest in the flow-through entity is attributable to the
flow-through entity's interest (direct or indirect) in the Company.

SECTION 24. MISCELLANEOUS.

      (a) GOVERNING LAW. This Agreement and any controversies, claims or
arbitration under this Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to its
conflict of law rules.

      (b) BINDING EFFECT. Except as otherwise specifically provided herein, this
Agreement shall be binding upon and inure to the benefit of the parties and
their legal representatives, heirs, administrators, executors, successors and
assigns.

      (c) PRONOUNS AND NUMBER. Wherever from the context it appears appropriate,
each term stated in either the singular or the plural shall include the singular
and the plural, and pronouns stated in either the masculine, the feminine or the
neuter gender shall include the masculine, feminine and neuter.

      (d) CAPTIONS. Captions or section headings contained in this Agreement are
inserted only as a matter of convenience and in no way define, limit or extend
the scope or intent of this Agreement or any provision of this Agreement.

      (e) ENFORCEABILITY. If any provision of this Agreement, or the application
of the provision to any Person or circumstance shall be held invalid, the
remainder of this Agreement, or the application of that provision to Persons or
circumstances other than those with respect to which it is held invalid, shall
not be affected thereby.

                                      15.


      (f) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.

      (g) NOTICES. Any notices permitted or required under this Agreement shall
be deemed to have been given when delivered in person, by courier, by facsimile
or three days after being deposited in the United States mail, postage prepaid,
and addressed to the President of the Company at the Company's principal place
of business and to the President of any Member at such Member's address
reflected on the books and records of the Company.

      (h) ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire
agreement between the parties with respect to the matters set forth in the
Agreement and supersedes all prior understandings or agreements between the
parties with respect to such matters. This Agreement, including all Schedules,
may only be amended, modified or supplemented by written agreement of all
parties to this Agreement.

      (i) SINGLE MEMBER LLC. Each of the undersigned acknowledges and agrees
that, so long as the Company has less than two (2) Members, certain provisions
of this Agreement may be inapplicable in light of the fact that the Company may
be disregarded as an entity for federal and state income tax purposes (as
determined in good faith by the Members in agreement with the sole Member). In
such event and notwithstanding any provision of this Agreement to the contrary,
any such inapplicable provision shall be construed and adhered to in a manner
and to the fullest extent that the intent of such provision may be carried out
in the context of a single member limited liability company (as determined in
good faith by the sole Member).

      (j) FURTHER ASSURANCES. The Members shall execute and deliver such further
instruments and do such further acts and things as may be required to carry out
the intent and purposes of this Agreement. Each Member shall execute all such
certificates and other documents and shall do all such filing, recording,
publishing, and other acts as the Members Committee deems appropriate to comply
with the requirements of law for the formation and operation of the Company and
to comply with any laws, rules, and regulations relating to the acquisition,
operation, or holding of the property of the Company.

      (k) THIRD PARTIES. Except as provided in Section 17 (Indemnification),
nothing in this Agreement, whether express or implied, shall be construed to
give any Person other than a Member or the Company any legal or beneficial or
other equitable right, remedy or claim under or in respect of this Agreement,
any covenant, condition, provision or agreement contained in this Agreement or
the property of Company.

      (l) FACSIMILE SIGNATURES. The facsimile signature of any Representative or
Member may be used at all times and for all purposes in place of an original
signature.

      (m) RELIANCE UPON BOOKS, REPORTS AND RECORDS. Unless he has knowledge
concerning the matter in question which makes his reliance unwarranted, each
Representative and Member shall, in the performance of his duties under this
Agreement, be entitled to rely on information, opinions, reports or statements,
including, without limitation, financial statements and other financial data, if
prepared or presented by one or more employees of the Company or

                                      16.


by legal counsel, accountants or other Persons as to matters such Representative
or Member reasonably believes to be within such Person's professional or expert
competence.

      (n) TIME PERIODS. In applying any provision of this Agreement which
requires that an act be done in or not done in a specified number of days prior
to an event or that an act be done during a period of a specified number of
days, calendar days shall be used, the day of the doing of the act shall be
excluded, and the day of the event shall be included.

      (o) WAIVER. No failure by any Representative or Member to insist upon the
strict performance of any covenant, duty, agreement or condition of this
Agreement or to exercise any right or remedy consequent upon a breach thereof
shall constitute waiver of any such breach or any other covenant, duty,
agreement or condition.

      The undersigned Members have executed this Agreement as of the date first
set forth above.

                                        URS RESOURCES, LLC

                                        By: /s/ URS Resources, LLC
                                           -----------------------

                                      17.


                                                                                                       
SECTION 1.    RESTATEMENT OF LIMITED LIABILITY COMPANY AGREEMENT........................................   1

SECTION 2.    NAME......................................................................................   1

SECTION 3.    DEFINITIONS...............................................................................   2

SECTION 4.    BUSINESS PURPOSE OF THE COMPANY...........................................................   3

SECTION 5.    TERM......................................................................................   3

SECTION 6.    PRINCIPAL PLACE OF BUSINESS...............................................................   3

SECTION 7.    REGISTERED OFFICE: REGISTERED AGENT.......................................................   4

SECTION 8.    MEMBERSHIP INTERESTS; CAPITAL CONTRIBUTIONS; NO WITHDRAWAL OR RESIGNATION.................   4

SECTION 9.    DISTRIBUTIONS.............................................................................   4

SECTION 10.   ALLOCATION OF INCOME AND LOSSES...........................................................   4

SECTION 11.   WITHHOLDING...............................................................................   5

SECTION 12.   BOOKS, RECORDS AND ACCOUNTING.............................................................   5

SECTION 13.   COMPANY FUNDS.............................................................................   6

SECTION 14.   MANAGEMENT................................................................................   6

SECTION 15.   MEETINGS OF MEMBERS.......................................................................   9

SECTION 16.   VOTING....................................................................................  10

SECTION 17.   LIMITATION OF LIABILITY AND INDEMNIFICATION...............................................  10

SECTION 18.   ASSIGNMENT OF MEMBERSHIP INTERESTS AND NEW MEMBERS........................................  11

SECTION 19.   DISSOLUTION...............................................................................  12

SECTION 20.   WINDING UP AND DISTRIBUTION OF ASSETS.....................................................  12

SECTION 21.   CONFLICT OF INTEREST......................................................................  13

SECTION 22.   TAXATION..................................................................................  13

SECTION 23.   NOT A PUBLICLY TRADED PARTNERSHIP.........................................................  15

SECTION 24.   MISCELLANEOUS.............................................................................  15

EX-4.6

                                                                     EXHIBIT 4.6

                           AMENDED AND RESTATED BYLAWS

                                       OF

                        SIGNET TESTING LABORATORIES, INC.

                             A Delaware Corporation
                 (Amended and Restated as of September 9, 2004)

                                   ARTICLE I.

                                     OFFICES

      Section 1. REGISTERED OFFICERS. The registered office shall be in the City
of Wilmington, State of Delaware.

      Section 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II.

                            MEETINGS OF SHAREHOLDERS

      Section 1. PLACE OF MEETINGS. Meetings of stockholders shall be held at
any place within or outside the State of Delaware designated by the Board of
Directors. In the absence of any such designation, stockholders' meetings shall
be held at the principal executive office of the corporation.

      Section 2. ANNUAL MEETINGS OF SHAREHOLDERS. The annual meeting of
stockholders shall be held year on a date and a time designated by the Board of
Directors. At each annual meeting directors shall be elected and any other
proper business may be transacted.

      Section 3. QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF. A majority of
the stock issued and outstanding and entitled to vote at any meeting of
stockholders, the holders of which are present in person or represented by
proxy, shall constitute a quorum for the transaction of business except as
otherwise provided by law, by the Certificate of Incorporation, or by these
Bylaws. A quorum, once established, shall not be broken by the withdrawal of
enough votes to leave less than a quorum and the votes present may continue to
transact business until adjustment If, however, such quorum shall not be present
or represented at any meeting of the stockholders, a majority of the voting
stock represented in person or by proxy may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the



adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote thereat.

      Section 4. VOTING. When a quorum is present at any meeting, in all matters
other than the election of directors, the vote of the holders of a majority of
the stock having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon
which by express provision of the statues, or the Certificate of Incorporation,
or these Bylaws, a different vote is required in which case such express
provision shall govern and control the decision of such question. Director shall
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
director.

      Section 5. PROXIES. At each meeting of the stockholders, each stockholder
having the right to vote may vote in person or may authorize another person or
persons to act for him by proxy appointed by an instrument in writing subscribed
by such stockholder and bearing a date not more than three years prior to said
meeting, unless said instrument provides for a longer period. All proxies must
be filed with the Secretary of the corporation at the beginning of each meeting
in order to be counted in any vote at the meeting. Each stockholder shall have
one vote for each share of stock having voting power, registered in his name on
the books of the corporation on the record date set by the Board of Directors as
provided in Article VII, Section 6 hereof.

      Section 6. SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose, or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President and shall be called
by the President or the Secretary at the request in writing of a majority of the
Board of Directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding, and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in this notice.

      Section 7. NOTICE OF STOCKHOLDERS' MEETINGS. Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given which notice shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called The written notice of any meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.

      Section 8. MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST. The officer who
has charge of the stock ledger of the corporation shall prepare and make, at
least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be
specified



in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

      Section 9. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless
otherwise provided in the Certificate of Incorporation, any action required to
be taken at any annual or special meeting of stockholders of the corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
shall be delivered to the corporation by delivery to its registered office in
Delaware, its principal place of business, or to an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Every written consent shall bear the date of
signature of each stockholder who signs the consent and no written consent shall
be effective to take the corporate action referred to therein unless, within
sixty days of the earliest dated consent delivered in the manner required by
this Section 9 to the corporation, written consents signed by a sufficient
number of holders to take action are delivered to the corporation by delivery to
its registered office in Delaware, its principle place of business or to an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

                                  ARTICLE III.

                                    DIRECTORS

      Section 1. THE NUMBER OF DIRECTORS. The authorized number of the Board of
Directors shall be determined from time to time by resolution of the Board of
Directors, provided that the Board of Directors shall consist of at least one
member. The directors need not be stockholders. The directors shall be elected
at the annual meeting of the stockholders, except as provided in Section 2 of
this Article, and each director elected shall hold office until his or her
successor is elected and qualified; provided, however, that unless otherwise
restricted by the Certificate of Incorporation or by law, any director or the
entire Board of Directors may be removed, either with or without cause, from the
Board of Directors at any meeting of stockholders by a majority of the stock
represented and entitled to vote thereat.

      Section 2. VACANCIES. Vacancies on the Board of Directors by reason of
death, resignation, retirement, disqualification, removal from office, or
otherwise, and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office, although less than a quorum, or by a sole remaining director. The
directors so chosen shall hold office until the next annual election of
directors and until their successors are duly elected and shall qualify, unless



sooner displaced. If there are no directors in office, than an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

      Section 3. POWERS. The property and business of the corporation shall be
managed by or under the direction of its Board of Directors. In addition to the
powers and authorities by these Bylaws expressly conferred upon them, the Board
may exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
Bylaws directed or required to be exercised or done by the stockholders.

      Section 4. PLACE OF DIRECTORS' MEETINGS. The directors may hold their
meetings and have one or more offices, and keep the books of the corporation
outside of the State of Delaware.

      Section 5. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and place as shall from time to time be
determined by the Board.

      Section 6. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the President on forty-eight hours' notice to each director,
either personally or by mail or by telegram; special meetings shall be called by
the President or the Secretary in like manner and on like notice on the written
request of two directors unless the Board consists of only one director; in
which case special meetings shall be called by the President or Secretary in
like manner or on like notice on the written request of the sole director.

      Section 7. QUORUM. At all meetings of the Board of Directors a majority of
the authorized number of directors shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the vote of a majority
of the directors present at any meeting at which there is a quorum, shall be the
act of the Board of Directors, except as may be otherwise specifically provided
by statute, by the Certificate of or by these Bylaws. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. If only one
director is authorized, such sole director shall constitute a quorum.

      Section 8. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.



      Section 9. TELEPHONIC MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at such meeting.

      Section 10. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each such committee to consist of one or more of the directors of
the corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member of
a committee, the member or members thereof present at any attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in and other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

                                   ARTICLE IV.

                                    OFFICERS

      Section 1. OFFICERS. The officers of this corporation shall be chosen by
the Board of Directors and shall include a Chairman of the Board of Directors or
a President, or both, and a Secretary. The corporation may also have at the
discretion of the Board of Directors such other officers as are desired,
including a Vice-Chairman of the Board of Directors, a Chief Executive Officer,
a Treasurer, one or more Vice Presidents, one or more Assistant Secretaries and
Assistant Treasurers, and such other officers as may be appointed in accordance
with the provisions of Section 3 hereof. In the event there are two or more Vice
Presidents, then one or more may be designated as Executive Vice President,
Senior Vice President, or other similar or dissimilar title. At the time of the
election of officers, the directors may by resolution determine the order of
their rank. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these Bylaws otherwise provide.

      Section 2. ELECTION OF OFFICERS. The Board of Directors, at its first
meeting after each annual meeting of stockholders, shall choose the officers of
the corporation.

      Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

      Section 4. COMPENSATION OF OFFICERS. The salaries of all officers and
agents of the corporation shall be fixed by the Board of Directors.

      Section 5. TERM OF OFFICE; REMOVAL AND VACANCIES. The officers of the
corporation shall hold office until their successors are chosen and qualify in
their stead. Any



officer elected or appointed by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board of Directors. If the
office of any officer or officers becomes vacant for any reason, the vacancy
shall be filled by the Board of Directors.

      Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an
officer be elected, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by these
Bylaws. If there is no President, the Chairman of the Board shall in addition be
the Chief Executive Officer of the corporation and shall have the powers and
duties prescribed in Section 7 of this Article IV.

      Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may
be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the Chief Executive Officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the stockholders and, in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors. He shall be an ex-officio member of all committees and
shall have the general powers and duties of management usually vested in the
office of President and Chief Executive Officer of corporations, and shall have
such other powers and duties as may be prescribed by the Board of Directors or
these Bylaws.

      Section 8. VICE PRESIDENTS. In the absence or disability of the President,
the Vice Presidents in order of their rank as fixed by the Board of Directors,
or if not ranked, the Vice President designated by the Board of Directors, shall
perform all the duties of the President, and when so acting shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall have such other duties as from time to time may be prescribed
for them, respectively, by the Board of Directors.

      Section 9. SECRETARY. The Secretary shall attend all sessions of the Board
of Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required by the Board of
Directors. He shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or these Bylaws. He shall keep in
safe custody the seal of the corporation, and authorized by the Board, affix the
same to any instrument requiring it, and when so affixed it shall be attested by
his signature or by the signature of an Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.

      Section 10. ASSISTANT SECRETARY. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors, or if there be no such determination, the Assistant Secretary
designated by the Board of Directors, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.



      Section 11. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys, and other valuable effects in the name and to the credit of
the corporation, in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the corporation. If required by the Board of
Directors, he shall give the corporation a bond, in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors, for the
faithful performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

      Section 12. ASSISTANT TREASURER. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors, or if there be no such determination, the Assistant
Treasurer designated by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

                                   ARTICLE V.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

      (a) The corporation shall indemnify to the maximum extent permitted by law
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

      (b) The corporation shall indemnify to the maximum extent permitted by law
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the corporation, or is or



was serving at the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such Court of Chancery or such other court shall deem proper.

      (c) To the extent that a present or former director or officer of the
corporation shall be successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs (a) and (b), or in defense
of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.

      (d) Any indemnification under paragraphs (a) and (b) (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the present or former director or
officer is proper in the circumstances because he has met the applicable
standard of conduct set forth in paragraphs (a) and (b). Such determination
shall be made, with respect to a person who is a director or officer at the time
of such determination, (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(2) by a committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (4) by the stockholders. The corporation, acting through its
Board of Directors or otherwise, shall cause such determination to be made if so
requested by any person who is indemnifiable under this Article V.

      (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this Article V. Such expenses
(including attorneys' fees) incurred by former directors and officers may be so
paid upon such terms and conditions, if any, as the corporation deems
appropriate.

      (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Article V shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.



      (g) The Board of Directors may authorize, by a vote of a majority of a
quorum of the Board of Directors, the corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to indemnify such
person against such liability under the provisions of this Article V.

      (h) For the purposes of this Article V, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors or officers so that any
person who is or was a director or officer of such constituent corporation, or
is or was serving at the request of such constituent corporation as a director
or officer of another corporation, partnership, joint Venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article V with respect to the resulting or surviving corporation as such person
would have with respect to such constituent corporation if its separate
existence had continued.

      (i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include service
as a director or officer of the corporation which imposes duties on, or involves
services by, such director or officer with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner " not opposed to the best interests of the corporation" as referred to in
this section.

      (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article V shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

      (k) The corporation shall be required to indemnify a person in connection
with an action, suit or proceeding (or part thereof) initiated by such person
only if the action, suit or proceeding (or part thereof) was authorized by the
Board of Directors of the corporation.

                                   ARTICLE VI.

                     INDEMNIFICATION OF EMPLOYEES AND AGENTS

      The corporation may indemnify every person who was or is a party or is or
was threatened to be made a party to any action, suit, or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was an employee or agent of the corporation or, while an employee or agent
of the corporation, is or was serving at the request of the corporation as an
employee or agent or trustee of another corporation,



partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including counsel fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, to the extent permitted by applicable law.

                                  ARTICLE VII.

                              CERTIFICATES OF STOCK

      Section 1. Certificates. Every holder of stock of the corporation shall be
entitled to have a certificate signed by, or in the name of the corporation by,
the Chairman or Vice Chairman of the Board of Directors, or the President or a
Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer
or an Assistant Treasurer of the corporation, certifying the number of shares
represented by the certificate owned by such stockholder in the corporation.

      Section 2. SIGNATURES ON CERTIFICATES. Any or all of the signatures on the
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer, transfer agent, or registrar at the date of
issue.

      Section 3. STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES. If the
corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualification, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in section
202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

      Section 4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be



made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

      Section 5. TRANSFERS OF STOCK. Upon surrender to the corporation, or the
transfer agent of the corporation, of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

      Section 6. FIXED RECORD DATE. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of the
shareholders, or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date which shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting. In order that the corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date which shall not be more than ten days after the
date upon which the resolution fixing the record date is adopted by the Board of
Directors.

      Section 7. REGISTERED STOCKHOLDERS. The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim or interest in such share on the part of any other person, whether or not
it shall have express or other notice thereof, save as expressly provided by the
laws of the State of Delaware.

                                  ARTICLE VIII.

                               GENERAL PROVISIONS

      Section 1. DIVIDENDS. Dividends upon the capital stock of the corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation.

      Section 2. PAYMENT OF DIVIDENDS; DIRECTORS' DUTIES. Before payment of any
dividend there may be set aside out of any funds of the corporation available
for dividends such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive to
the interests of the corporation, and the directors may abolish any such
reserve.



      Section 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.

      Section 4. FISCAL YEAR. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

      Section 5. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name of the corporation, the year of its organization and the words
"Corporate Seal, Delaware," Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

      Section 6. MANNER OF GIVING NOTICE. Whenever, under the provisions of the
statutes or of the Certificate of Incorporation or of these Bylaws, notice is
required to be given to any director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given by telegram.

      Section 7. WAIVER OF NOTICE. Whenever any notice is required to be given
under the provisions of the statutes or of the Certificate of Incorporation or
of these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

      Section 8. ANNUAL STATEMENT. The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the corporation.

                                   ARTICLE IX.

                                   AMENDMENTS

      Section 1. AMENDMENT BY DIRECTORS OR SHAREHOLDERS. These Bylaws may be
altered, amended or repealed or new Bylaws may be adopted by the stockholders or
by the Board of Directors, when such power is conferred upon the Board of
Directors by the Certificate of Incorporation, at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new Bylaws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon
the Board of Directors by the Certificate of Incorporation it shall not divest
or limit the power of the stockholders to adopt, amend or repeal Bylaws.

EX-4.7

                                                                     EXHIBIT 4.7

                           AMENDED AND RESTATED BYLAWS

                                       OF

                                 URS CORPORATION

                              A Nevada Corporation
                 (Amended and Restated as of September 9, 2004)

                               (Formerly known as
           URS GREINER WOODWARD--CLYDE INTERNATIONAL--AMERICAS, INC.)

                 (Formerly known as WOODWARD-CLYDE CONSULTANTS)

                            * * * * * * * * * * * * *

                                    ARTICLE I
                                     OFFICES

      Section 1. The principal office shall be in the City of Reno, County of
Washoe, State of Nevada.

      Section 2. The Corporation may also have offices at such other places both
within and without the State of Nevada as the Board of Directors may from time
to time determine or the business of the Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

      Section 1. All annual meetings of the Stockholders shall be held at
Transamerica Building, in the City of San Francisco, State of California, or
such other place as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. Special meetings of the
Stockholders may be held at such time and place within or without the State of
Nevada as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof.

      Section 2. Annual meetings of the Stockholders, shall be held on the first
Friday in December, or on such other day as shall be designated by the Chairman
of the Board, at which meeting the Stockholders shall elect, by a plurality
vote, a Board of Directors, and transact such other business as may properly be
brought before the meeting.

      Section 3. Special meetings of the Stockholders for, any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the Chairman of the Board, and shall be called
by the Chairman of the Board or Secretary at the request in writing of a
majority of the Board of Directors or at the request in writing of Stockholders
owning a majority in amount of the entire capital stock of the Corporation



issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.

      Section 4. Notices of meetings shall be in writing and signed by the
Chairman of the Board, or the Secretary, or an Assistant Secretary, or by such
other person or persons as the Directors shall designate. Such notice shall
state the purpose or purposes for which the meeting is called and the time when,
and the place, which may be within or without this state, where it is to be
held. A copy of such notice shall be either delivered personally to or shall be
mailed, postage prepaid, to each Stockholder of record entitled to vote at such
meeting not less than ten days before such meeting. If mailed, it shall be
directed to a Stockholder at his address as it appears upon the records of the
Corporation and upon such mailing of any such notice, the service thereof shall
be complete, and the time of the notice shall begin to run from the date upon
which such notice is deposited in the mail for transmission to such Stockholder.
Personal delivery of any such notice to any officer of a Corporation or
association, or to any member of a partnership shall constitute delivery of such
notice to such Corporation, association or partnership. In the event of the
transfer of stock after delivery or mailing of the notice of, and prior to the
holding of the meeting, it shall not be necessary to deliver or mail notice of
the meeting to the transferee.

      Section 5. Business transacted at any special meeting of Stockholders
shall be limited to the purposes stated in the notice.

      Section 6. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the Stockholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the Stockholders, the Stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meetings at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

      Section 7. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of the
statutes or of the Articles of Incorporation, a different vote is required in
which case such provision shall govern and control the decision of such
question.

      Section 8. Every Stockholder of record of the Corporation shall be
entitled at each meeting of Stockholders to one vote for each share of stock
standing in his name on the books of the Corporation.

     Section 9. At any meeting of the Stockholders, any Stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have



and may exercise all of the powers conferred by such written instrument upon all
of the persons so designated unless the instrument shall otherwise provide. No
such proxy shall be valid after the expiration of six months from the date of
its execution, unless coupled with an interest, unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven years from the date of its execution. Subject to
the above, any proxy duly executed is not revoked and continues in full force
and effect until an instrument revoking it or a duly executed proxy bearing a
later date is filed with the Secretary of the Corporation.

      Section 10. Any action, except election of Directors, which may be taken
by the vote of the Stockholders at a meeting, may be taken without a meeting if
authorized by the written consent of Stockholders holding at least a majority of
the voting power, unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.

                                   ARTICLE III
                                    DIRECTORS

      Section 1. The authorized number of directors shall be determined from
time to time by resolution of the Board of Directors, provided that the Board of
Directors shall consist of at least one member. The number of Directors may not
be less than three except that where all the shares of the corporation are owned
beneficially and of record by either one or two Stockholders, the number of
Directors may be less than three but not less than the number of Stockholders.

      Section 2. Vacancies, including those caused by an increase in the number
of Directors, may be filled by a majority of the remaining Directors though less
than a quorum. When one or more Directors shall give notice of resignation to
the Board, effective at a future date, the Board shall have power to fill such
vacancies to take effect when such resignation or resignations shall become
effective, each Director so appointed to hold office during the remainder of the
term of office of the resigning Director or Directors.

      Section 3. The business of the Corporation shall be managed by its Board
of Directors which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the Stockholders.

      Section 4. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Nevada.

                       MEETINGS OF THE BOARD OF DIRECTORS

      Section 5. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
Stockholders at the annual meeting and no notice of such meeting shall be
necessary to the new elected Directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
Stockholders to fix the time or place of such first meeting of the newly elected
Board of



Directors, or in the event such meeting is not held at the time and place so
fixed by the Stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written waiver
signed by all of the Directors.

      Section 6. Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by the
Board.

      Section 7. Special meetings of the Board of Directors may be called by the
Chairman of the Board or Secretary on the written request of two Directors.
Written notice of special meetings of the Board of Directors shall be given to
each Director at least three (3) days before the date of the meeting.

      Section 8. A majority of the Board of Directors, at a meeting duly
assembled shall be necessary to constitute a quorum for the transaction of
business and the act of a majority of the Directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Articles of
Incorporation. Any action required or permitted to be taken at a meeting of the
Directors may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the Directors entitled to vote
with respect to the subject matter thereof.

                             COMMITTEES OF DIRECTORS

      Section 9. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of one or more of the Directors of the Corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation,
and may have power to authorize the seal of the Corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors.

      Section 10. The committees shall keep regular minutes of their proceedings
and report the same to the Board when required.

                            COMPENSATION OF DIRECTORS

      Section 11. The Directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and/or a stated salary as
Director. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.



                                   ARTICLE IV
                                     NOTICES

      Section 1. Notices to Directors and Stockholders shall be in writing and
delivered personally or mailed to the Board of Directors or Stockholders at
their addresses appearing on the books of the Corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
Directors may also be given by telegram.

      Section 2. Whenever all parties entitled to vote at any meeting, whether
of Directors or Stockholders, consent, either by a writing on the records of the
meeting or filed with the Secretary, or by presence at such meeting and oral
consent entered on the minutes, or by taking part in the deliberations at such
meeting without objection, the doings of such meeting shall be as valid as if a
meeting had been regularly called and noticed. At such meeting any business may
be transacted which is not excepted from the written consent or to the
consideration of which no objection for want of notice is made at the time, and
if any meeting is irregular for want of notice or of such consent, provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at
such meetings; and such consent or approval of Stockholders may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.

      Section 3. Whenever any notice whatever is required to be given under the
provisions of the statutes, of the Articles of Incorporation or of these Bylaws,
a waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V
                                    OFFICERS

      Section 1. The principal officers of the Corporation shall consist of the
Chairman of the Board, the President, one or more Executive Vice Presidents, one
or more Vice Presidents, a Secretary and a Treasurer, and the subordinate
officers shall consist of such other officers and assistant officers and agents
as may be deemed necessary and elected or appointed by the Board of Directors or
chosen in such other manner and for such terms as the Board of Directors may
prescribe. Either the Chairman of the Board or the President may be the Chief
Executive Officer as determined by the Board of Directors.

      Section 2. The Board of Directors at its first meeting after each annual
meeting of the Stockholders, shall choose the Chairman of the Board, the
President, the Executive Vice Presidents, a Secretary and a Treasurer, and
designate the Chief Executive Officer.

      Section 3. The Board of Directors may elect or delegate authority to the
Chief Executive Officer to appoint additional executive vice presidents, vice
presidents and assistant secretaries and assistant treasurers and such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board or Chief Executive Officer.



      Section 4. The salary of the Chief Executive Officer shall be fixed by the
Board of Directors. The salaries of all other officers shall be fixed by the
Chief Executive Officer or by other persons to whom he has delegated this
authority.

      Section 5. The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors. Any officer appointed by the Chief Executive Officer may
be removed by him. Any vacancy occurring in the principal offices of the
Corporation due to death, resignation, removal or otherwise, shall be filled by
the Board of Directors. Any other vacancy shall be filled by the Chief Executive
Officer.

      Section 6. Whenever a principal officer has an area of responsibility
designated by the Board of Directors, that person has the final authority over
such area and shall report directly to the Board of Directors with respect to
that person's area of responsibility.

                             CHIEF EXECUTIVE OFFICER

      Section 7. The executive authority of the Corporation shall be exercised
by the Chief Executive Officer. This executive authority shall be exercised in
accordance with the Statement of Purpose and Standing Policies adopted by the
Shareholders, and Management policies and other policies adopted by the Board of
Directors.

                              CHAIRMAN OF THE BOARD

      Section 8. The Chairman of the Board shall be a member of the Board of
Directors and, if present, preside at the meetings of the Board of Directors and
at Shareholders' meetings. In case of absence of the Chairman, the President
shall preside at the Board of Directors or Shareholders meetings.

                                    PRESIDENT

      Section 9. The President may not hold any other principal office of the
Corporation; otherwise any two offices may be held by the same person.

                        THE EXECUTIVE VICE PRESIDENTS AND
                               THE VICE PRESIDENTS

      Section 10. The Executive Vice Presidents and the Vice Presidents shall
perform such duties as the Board of Directors and/or the Chief Executive Officer
may from time to time prescribe.

                                  THE SECRETARY

      Section 11. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the Stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the Standing Committees
when required. The Secretary shall give, or



cause to be given, notice of all meetings of the Stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors. The Secretary shall keep in safe
custody the seal of the Corporation and, when authorized by the Board of
Directors, affix the same to any instrument requiring it and, when so affixed,
it shall be attested by the Secretary's signature or by the signature of the
Treasurer of an Assistant Secretary.

                                  THE TREASURER

      Section 12. The Treasurer shall perform such duties as the Board of
Directors and/or the Chief Executive Officer may from time to time prescribe.

                                   ARTICLE VI
                              CERTIFICATES OF STOCK

      Section 1. Every Stockholder shall be entitled to have a certificate,
signed by the Chairman of the Board or in his absence by the President and by
the Secretary or in his/her absence by the Treasurer, Assistant Treasurer or
Assistant Secretary of the Corporation, certifying the number of shares owned by
the Stockholder in the Corporation. When the Corporation is authorized to issue
shares of more than one class or more than one series of any class, there shall
be set forth upon the face or back of the certificate, or the certificate shall
have a statement that the Corporation will furnish to any Stockholders upon
request and without charge, a full or summary statement of the designations,
preferences and relative, participating, optional or other special rights of the
various classes of stock or series thereof and the qualifications, limitations
or restrictions of such rights, and, if the Corporation shall be authorized to
issue only special stock, such certificate shall set forth in full or summarize
the rights of the holders of such stock.

      Section 2. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signatures of the officers or agents of the Corporation may be
printed or lithographed upon such certificate in lieu of the actual signatures.
In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on any such certificate or
certificates, shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be the officer or officers of such Corporation.

                                LOST CERTIFICATES

      Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or



certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost or destroyed.

                                TRANSFER OF STOCK

      Section 4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                            CLOSING OF TRANSFER BOOKS

     Section 5. The Board of Directors may prescribe a period not exceeding
sixty days prior to any meeting of the Stockholders during which no transfer of
stock on the books of the Corporation may be made, or may fix a day not more
than sixty days prior to the holding of any such meeting as the day as of which
Stockholders entitled to notice of and to vote at such meeting shall be
determined; and only Stockholders of records on such day shall be entitled to
notice or to vote at such meeting.

                             REGISTERED STOCKHOLDERS

      Section 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Nevada.

                                   ARTICLE VII
                               GENERAL PROVISIONS

                                    DIVIDENDS

      Section 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the Articles of Incorporation.

      Section 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation,



and the Directors may modify or abolish any such reserves in the manner in which
it was created.

                                     CHECKS

      Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

      Section 4. The fiscal year of the Corporation shall be fixed by resolution
of the Board of Directors.

                                      SEAL

      Section 5. The Corporate seal shall have inscribed thereon the name of the
Corporation, the year of its incorporation and the words, "Corporate Seal,
Nevada".

                     INDEMNITY OF OFFICERS, DIRECTORS, ETC.

      Section 6. The Corporation shall indemnify any person who was or is a
party or its threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except in an action by or in the right of the Corporation by
reason of the fact that he is or was a Director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceedings if he acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the Corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.

      Section 7. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a Director,
officer, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the Corporation; except no indemnification shall be made by



the Corporation in respect of any claim, issue or matter as to which such person
has been adjudged to be liable for negligence or misconduct in the performance
of his duty to the Corporation unless and only to the extent that the court in
which such action or suit was brought determines upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses as the court deems proper.

      Any indemnification under Section 6 or 7 of this Article, unless ordered
by a court, shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the Director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 6 and 7. Determination as
to such conduct shall be made:

      (1) By the stockholders; or

      (2) By the Board of Directors by majority vote of a quorum consisting of
Directors who were not parties to such act, suit or proceeding; or

      (3) If such a quorum of disinterested Directors so orders, by independent
legal counsel in a written opinion; or

      (4) If such a quorum of disinterested Directors cannot be obtained, by
independent legal counsel in a written opinion.

      A Director, officer, employee or agent of the Corporation who is seeking
indemnification shall make a written request for such indemnification to the
Board. Upon receipt of such request the Board shall act promptly and in
compliance with the procedure set forth above.

      Expenses incurred in defending any proceeding shall be advanced by the
Corporation prior to the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of the Director, officer, employee or agent to repay
such amount unless it shall be determined ultimately that the agent is entitled
to be indemnified as authorized in this Section.

      Section 8. The Corporation shall indemnify any Director, officer, employee
or agent of the Corporation who has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in this Section, or in
defense of any item, issue or matter therein, against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with such
defense.

                                  ARTICLE VIII
                              STATEMENT OF PURPOSE

      Section 1. The Corporation desires to engage in the practice of the
disciplines of Civil Engineering, Chemical Engineering, and Land Surveying in
the State of Alaska. To engage in the lawful practice of these disciplines, the
Corporation will continually maintain a duly registered professional in
responsible charge of each discipline in the State of Alaska.

      Section 2. The Corporation desires to engage in the practice of
architecture in the State of Washington. To engage in the lawful practice of
this discipline the Corporation shall designate an architect in responsible
charge, with authority to make all final decisions for architectural activities
in the State of Washington.

      Section 3. All engineering decisions pertaining to any project or
engineering activities in the State of Washington shall be made by the
designated engineer in responsible charge named in a resolution of the Board of
Directors.

                                   ARTICLE IX
                                   AMENDMENTS

      Section 1. These Bylaws may be altered or repealed at any regular meeting
of the Stockholders or of the Board of Directors or at any special meeting of
the Stockholders or of the Board of Directors if notice of such alteration or
repeal be contained in the notice of such special meeting.

EX-4.8

                                                                     EXHIBIT 4.8

                           AMENDED AND RESTATED BYLAWS

                                       OF

                           URS CORPORATION GREAT LAKES

                             A Michigan Corporation
                 (Amended and Restated as of September 9, 2004)

                      (Formerly: Daverman Associates, Inc.)

                                   ARTICLE I.

                                     OFFICE

      Section 1. The registered office and place of business of the corporation
in the State of Michigan shall be 924 Grandville Avenue, S.W., Grand Rapids,
Michigan.

      Section 2. The corporation may have other offices at such other place or
places within or without the State of Michigan as the Board of Directors may
from time to time appoint or the business of the corporation may require.

                                   ARTICLE II.

                                  SHAREHOLDERS

      Section 1. The annual meeting of the shareholders for the election of
directors and for the transaction of such other business as may come before the
meeting shall be held at the office of the corporation, or at such other place
as may be designated by the Board of Directors, on the tenth Tuesday following
the close of the fiscal year of the corporation (unless such day be a holiday,
then on the next following business day), at ten o'clock in the forenoon, and
notice thereof shall be given by written or printed notice served upon each
shareholder entitled to vote thereat, either personally, or by mailing such
notice, postage prepaid, addressed to him at his post office address as such
address shall appear on the stock records of the corporation, at least five (5)
days prior to the holding of the meeting. No notice of the annual meeting of
shareholders shall be required as to any shareholder who shall attend such
meeting in person or by proxy, nor shall any notice be required as to any
shareholder who shall, in person or by attorney duly authorized, waive notice of
any meeting, whether before or after such meeting is held.

      Section 2. Special meetings of the shareholders shall be held at such
place within or without the State of Michigan as may be designated in the notice
thereof and shall be called at any time by the Secretary or any other office,
whenever directed by the Board of Directors or by the President, or upon the
written request of shareholders holding in the aggregate at least ten per centum
(10%) of the issued and outstanding capital stock of the corporation



entitled to vote on the business to be transacted at such meeting, delivered to
such officer. Notice of every special meeting shall be given by a written or
printed notice served upon each shareholder, either personally or by mailing
such notice, postage prepaid, addressed to him at his post office address as
such address shall appear on the stock records of the corporation, at least ten
(10) days prior to the time of holding the meeting. No notice of the special
meeting of the shareholders shall be required as to any shareholder who shall
attend such meeting in person or by proxy, not shall any notice be required as
to any shareholder who shall, in person or by attorney duly authorized, waive
notice of any meeting, whether before or after such meeting is held.

      Section 3. At all meetings of the shareholders, in order to constitute a
quorum, there shall be present, either in person or by proxy, shareholders then
entitled to cast a majority in number of votes upon any question other than the
election of directors, and for the election of directors there shall be present,
in person or by proxy, the holders of a majority in interest of the then
outstanding stock of any class then vested with voting power; but if at any
regularly called meeting of shareholders there be less than a quorum present,
the shareholders present may adjourn the meeting from time to time without
further notice until a quorum is had.

      Section 4. Unless otherwise provided in the Articles of Incorporation of
the corporation, each shareholder shall, at every meeting of the shareholders,
be entitled to one vote for each share of capital stock held by such
shareholder; but, except where the transfer books of the corporation shall have
been closed or a date shall have been fixed as a record date for the
determination of shareholders entitled to vote, as hereinafter in these By-Laws
provided, no share of stock shall be voted on at any meeting of shareholders
which shall have been transferred on the books of the corporation within ten
(10) days preceding such meeting.

      Section 5. At all meetings of shareholders, any shareholder shall be
entitled to vote in person or by proxy, but no proxy shall be voted on after
three (3) years from its date unless said proxy provides for a longer period.
Proxies shall be in writing, but need not be sealed, witnessed or acknowledged,
and shall be filed with the Secretary at or before the meeting.

      Section 6. The President, or, in his absence, any executive officer of the
corporation, shall call all meetings of the shareholders to order, and, unless
otherwise ordered by the shareholders, shall act as Chairman of such meeting.

      Section 7. The Secretary of the corporation shall act as secretary of all
meetings of the shareholders, or, in his absence, the presiding officer may
appoint any person to act as secretary.

      Section 8. A complete list of the shareholders entitled to vote at each
election of directors, arranged in alphabetical order, shall be prepared and
made by the officer or agent who shall have charge of the stock records of the
corporation and filed at the place where the election is to be held, at least
ten (10) days before every election, and shall for such ten (10) days at all
times during the usual hours for business, be open for examination by any
registered shareholder entitled to vote at such election and holding in the
aggregate at least two per centum (2%) of the outstanding capital stock of all
classes of the corporation, and



during the whole time of said election, be subject to inspection of any
shareholder or his proxy who may be present.

      Section 9. No action of the shareholders shall be deemed approved or
adopted unless it shall have received the affirmative vote of at least Fifty-one
Per Cent (51%) of the outstanding shares of the stock of the corporation, or
such greater affirmative vote as may be required by these By-Laws.

                                  ARTICLE III.

                                    DIRECTORS

      Section 1. The authorized number of directors shall be determined from
time to time by resolution of the Board of Directors, provided that the Board of
Directors shall consist of at least one member. The directors shall be elected
by the holders of the capital stock entitled to vote for directors at the annual
meeting, and shall hold office for one (1) year and until their successors are
respectively elected and qualified, or until such time as they are no longer
qualified, whichever is sooner.

      Section 2. Any vacancy in the Board of Directors, however created, shall
be filled by a special meeting of the shareholders called for that purpose.

      Section 3. The Board of Directors shall meet for the election of officers
and for the transaction of any other business as soon as practicable after the
adjournment of the annual meeting of the shareholders, at a time fixed by the
directors acting in accordance with Section 6 of this Article, and other regular
meetings of the Board shall be held at such times as the Board may from time to
time determine. No notice need be given of regular meetings of the Board.

      Section 4. Special meetings of the Board of Directors may be called by the
President or Secretary or by any director by a written or printed notice served
personally upon each director, or mailed or telegraphed to his address as shown
upon the books of the corporation, at least five (5) days prior to the time of
holding the meeting.

      Section 5. The Board of Directors may hold its meetings and have an office
or offices, and keep the books of the corporation, except the original or
duplicate stock record, outside the State of Michigan, at such other place or
places, as may from time to time be determined by resolution of the Board or by
consent of all its members given in writing.

      Section 6. A majority of directors shall constitute a quorum for the
transaction of business.

      Section 7. The Board of Directors shall have power to authorize the making
and execution on behalf of the corporation of any lawful contracts, and to
employ agents,



factors, clerks and workmen, to fix their compensation, to prescribe their
duties; to dismiss any employees without previous notice, and generally to
control all the affairs of the corporation, and to exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the Articles of Incorporation or these By-Laws directed or required to be
exercised or done by the shareholders. The establishment or alteration of an
employment relationship with any person who is a shareholder shall be made or
done only upon the affirmative vote of directors owning in total Sixty-five Per
Cent (65%) of the outstanding stock of the corporation.

      Section 8. In the event any action is taken by the Board of Directors, any
director who shall have been present at the meeting and voted against such
action shall have the right, within twenty-four (24) hours following the
approval of such action by the Board of Directors, to call, or cause to be
called, a special meeting of the shareholders of the Company for the purpose of
rescinding such action of the Board of Directors. If no action shall be taken
within twenty-four (24) hours following the time of adjournment of the meeting
at which the protested action was taken to call, or cause to be called, a
special meeting of the shareholders for the purpose of rescinding such action,
then such action shall stand as the action of the Company.

      Section 9. The Board of Directors shall not have the power to authorize
the issuance of any additional stock of the corporation except upon the
affirmative vote of directors owning Sixty-Five Per Cent (65%) of the
outstanding stock of the corporation.

                                   ARTICLE IV.

                                    OFFICERS

      Section 1. The officers of the corporation shall consist of a President,
one or more Vice-Presidents, a Secretary and a Treasurer, who shall be chosen by
the Board of Directors and shall hold office for one year and until their
successors are chosen and qualify. The President shall be chosen from among the
directors, but no other officer need be a director. The Secretary and Treasurer
may be the same person, and the President or a Vice President may hold the
office of Secretary or Treasurer, but not both. Assistants to the Secretary and
Treasurer may also be elected.

      Section 2. Said officers (excepting Assistant Secretaries and Assistant
Treasurers) shall be known as executive officers and shall have the usual powers
and shall perform the usual duties incident to their respective officers, and
shall, in addition, perform such other duties as shall be assigned to them from
time to time by the Board of Directors. Assistant Secretaries and Assistant
Treasurers shall have such duties as may be assigned by the Board from time to
time.

      Section 3. In the absence or disability of any officer of the corporation,
the Board of Directors may delegate his powers and duties to any other executive
officer, or to any director, during such absence or disability, and the person
so delegated shall, for the time being, be the officer whose powers and duties
he so assumes.



      Section 4. Any vacancy in any office shall be filled for the unexpired
term by a required vote of the Board of Directors.

      Section 5. The Board of Directors may create such other office as they may
determine, and appoint officers to fill the same and define their duties and fix
their tenure of office.

      Section 6. The Board of Directors may at pleasure remove any officer of
the corporation, in their absolute discretion.

                                   ARTICLE V.

                           CHECKS, NOTES AND CONTRACTS

      Section 1. All checks, drafts, and orders for the payment of money shall
be signed by such person or persons as the Board of Directors may from time to
time determine. All endorsements for deposit shall be made by the Treasurer, or
in his name, or by any other executive officer.

      Section 2. All promissory notes of the corporation and acceptances must be
authorized by the Board of Directors and singed by any two of the aforesaid
executive officers, or such other officer as the Board of Directors may
designate.

      Section 3. All contracts, bonds, and agreements may be signed on behalf of
the corporation by any officer of the corporation or assistant officer, without
further authorization.

                                   ARTICLE VI.

                       FISCAL YEAR, RESERVES AND DIVIDENDS

      Section 1. The fiscal year shall be as is determined by the Board of
Directors, from time to time.

      Section 2. The Board of Directors shall have power to set apart out of any
of the funds of the corporation available for dividends a reserve or reserves
for any proper purposes and to vary, increase or decrease or abolish any such
reserve so created.

                                  ARTICLE VII.

                                      SEAL

      Section 1. The seal of the corporation shall be circular in form, with the
name of the corporation and the state in which it is incorporated.



                                  ARTICLE VIII.

                                      STOCK

      Section 1. Certificates of stock shall be issued and signed by the
President or a Vice President and by the Secretary or Treasurer or an Assistant
Secretary or an Assistant Treasurer (if any be appointed) and sealed with the
seal of the corporation; provided, however, that where any such certificate is
signed by a transfer agent or by a transfer clerk on behalf of the corporation,
and by a registrar, the signatures of any such officer and/or the seal of the
corporation may be facsimiles, engraved or printed.

      Section 2. Transfers of stock shall be made on the books of the
corporation by the holder of the shares in person or by his attorney upon
surrender and cancellation of certificates for a like number of shares.

      Section 3. The Board of Directors shall have power and authority to make
all such rules and regulations as they may deem expedient concerning the issue,
transfer and registration of certificates of stock, and may appoint a transfer
agent and a registrar of transfers, and may require all such certificates to
bear the signature of such transfer agent and of such registrar of transfers.

      Section 4. The Board of Directors shall have power to close the stock
transfer books of the corporation for a period not exceeding forty (40) days
preceding the date of any meeting of shareholders or the date for the payment of
any dividend or the date for the allotment of rights or the date when any change
or conversion or exchange of capital stock shall go into effect. In lieu of
closing the stock transfer books of the corporation, as aforesaid, the Board of
Directors may fix in advance a date, not exceeding forty (40) days preceding the
date of any meeting of shareholders or the date for the payment of any dividend,
or the date for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, as a record date
for the determination of the shareholders entitled to notice of, and to vote at,
any such meeting, or entitled to received payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, and in such case only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at such meeting, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid.

      Section 5. In case any certificate of stock is lost, mutilated or
destroyed, the Board of Directors may issue a new certificate in place thereof
upon such terms and conditions as they may deem advisable and as may be
permitted by the laws of the State of Michigan.

                                   ARTICLE IX.



                                WAIVER OF NOTICE

      Section 1. Whenever any notice whatever is required to be given under the
provisions of these By-Laws or of any law, a waiver thereof in writing, signed
by the persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

                                   ARTICLE X.

                                   AMENDMENTS

      Section 1. The shareholders may at any meeting amend, alter or repeal any
of these By-Laws by the affirmative vote of the holders of Sixty-five Per Cent
(65%) of the shares of common stock issued and outstanding; provided the
substance of the proposed amendment shall have been stated in the notice of the
meeting, or by unanimous vote of all the shareholders without such notice.

EX-4.9

                                                                     EXHIBIT 4.9

                           AMENDED AND RESTATED BYLAWS

                                       OF

                           URS CORPORATION - MARYLAND

                             A Maryland Corporation
                    (Amended and Restated September 9, 2004)

                                   ARTICLES I

                                     OFFICES

      Section 1. The registered office shall be located c/o The Corporation
Trust Company Incorporated, 32 South Street, Baltimore, Maryland 21202 and the
resident agent in charge thereof is The Corporation Trust Company Incorporated.

      Section 2. The corporation may also have offices at such other places,
either within or without the State of Maryland, as the Board of Directors may
from time to time determine or as the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

      Section 1. All annual meetings of stockholders shall be held at within one
hundred eighty (180) days following the end of the fiscal year of the
corporation at such date and time designated by the Board of Directors, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday in the State of Maryland, such meeting shall be held on the next
succeeding business day. If the election of directors shall not be held on the
day designated herein for any annual meeting of the stockholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the stockholders as soon thereafter as conveniently may
be.

      Section 2. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the president
or by the Board of Directors, and shall be called by the president at the
request of the holders of not less than twenty-five percent (25%) of all
outstanding shares of the corporation entitled to vote at the meeting. Unless
requested by stockholders entitled to cast a majority of all the votes entitled
to be cast at the meeting, a special meeting need not be called to consider any
matter which is substantially the same as a matter voted on at any special
meeting of the stockholders held during the preceding twelve months.

      Section 3. The Board of Directors may designate any place, either within
or without the State of Maryland, as the place of meeting for any annual meeting
or for any special



meeting called by the Board of Directors. A waiver of notice signed by all
stockholders entitled to vote at a meeting may designate any place, either
within or without the State of Maryland, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the principal office of the corporation in the
State of Maryland.

      Section 4. Written or printed notice stating the place, day and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) nor more
than fifty (50) days before the day of the meeting, either personally or by
mail, by or at the direction of the president, the secretary, or the officer or
person calling the meeting, to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.

      Section 5. The holders of a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at meetings of
stockholders. If, however, a quorum shall not be present or represented at any
meeting of the stockholders, the stockholders present in person or represented
by proxy shall have power to adjourn the meeting from time to time, without
further notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified and called. The stockholders present at a
duly organized meeting may continue to transact business notwithstanding the
withdrawal of some stockholders prior to adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

      Section 6. The vote of the holders of a majority of the shares entitled to
vote and thus represented at a meeting at which a quorum is present shall be the
act of the stockholders' meeting, unless the vote of a greater number is
required by law or the Articles of Incorporation.

      Section 7. Each outstanding share, regardless of class, shall be entitled
to one vote on each matter submitted to a vote at a meeting of stockholders,
except to the extent that the voting rights of the shares of any class are
limited or denied by the Articles of Incorporation, these Bylaws or the general
laws of the State of Maryland.

      Section 8. A stockholder may vote in person or by proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after eleven (11) months from the date of its execution unless
coupled with an interest, but no proxy shall be valid after ten years from the
date of its execution, unless renewed or extended at any time before its
expiration. Notwithstanding that a valid proxy is outstanding the powers of the
proxy holder are suspended, except in the case of a proxy coupled with an
interest which is designated as irrevocable, if the person executing the proxy
is present at a meeting and elects to vote in person.

      Section 9. The officer or agent having charge of the stock transfer books
shall make, at least ten (10) days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order,



with the address of and number of shares held by each, which list, for a period
of ten (10) days prior to such meeting, shall be kept on file at the registered
office of the corporation and shall be subject to inspection by any stockholder
at any time during the usual business hours. Such list shall also be produced
and kept open at the time and place of the meeting and shall be subject to the
inspection of any stockholder during the whole time of the meeting. The original
stock transfer books shall be prima facie evidence as to who are the
stockholders entitled to examine such list or transfer book or to vote at any
such meeting of stockholders.

      Section 10. Any action required by the statutes to be taken at a meeting
of the stockholders, or any action which may be taken at a meeting of the
stockholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the stockholders entitled
to vote with respect to the subject matter thereof, and such consent shall have
the same force and effect as a unanimous vote of stockholders. A written waiver
of any right to dissent must be signed by each stockholder entitled to notice of
the meeting but not entitled to vote.

      Section 11. Stockholders may participate in and hold a meeting by means of
conference telephone or similar communication equipment by means of which all
persons participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at the meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground the meeting is not lawfully called or
convened.

                                   ARTICLE III

                                    DIRECTORS

      Section 1. The authorized number of directors shall be determined from
time to time by resolution of the Board of Directors, provided that the Board of
Directors shall consist of at least one member. The Board of Directors may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the Articles of Incorporation or by these
Bylaws directed or required to be exercised and done by the stockholders. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article, and at any special meeting of the
stockholders which is called and held for that purpose. Each director elected
shall hold office for the term of one (1) year, and until his successor is
elected and qualified. Directors need not be residents of the State of Maryland
or stockholders of the corporation.

      Section 2. A director may resign at any time by giving written notice to
the Board of Directors or the Chairman of the Board. Such resignation shall take
effect at the date of receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Any vacancy occurring
in the Board of Directors may be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board of Directors, or
may be filled by an election at an annual or special meeting of the stockholders
called for that purpose; provided, however, that if the vacancy is caused by
reason of an increase in the



number of directors, the Board of Directors may vote to fill not more than two
such directorships during the period between any two successive annual meetings
of stockholders. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office, or until the next election of one
or more directors by stockholders if the vacancy is caused by an increase in the
number of directors.

                   MEETINGS OF THE BOARD OF DIRECTORS

      Section 3. Meetings of the Board of Directors, regular or special, may be
held either within or without the State of Maryland.

      Section 4. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time and place of such first meeting of the newly
elected Board of Directors, or in the event such meeting is not held at the time
and place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.

      Section 5. A regular meeting of the Board of Directors shall be held
without other notice than this Bylaw immediately after, and at the same place
as, the annual meeting of stockholders. The Board of Directors may provide, by
resolution, the time and place, either within or without this state, for the
holding of additional regular meetings without other notice than such
resolution.

      Section 6. Special meetings of the Board of Directors may be called by or
at the request of the chairman of the board, the president, any vice president
or secretary or any two (2) directors. Written notice of special meetings of the
Board of Directors shall be given to each director at least four (4) days before
the date of the meeting if sent by mail or forty-eight (48) hours prior to
holding thereof if delivered personally or given by telephone or telegraph.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

      Section 7. A majority of the directors shall constitute a quorum for the
transaction of business and the act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors, unless a greater number is required by the Articles of Incorporation
or these Bylaws. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. At such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted at the meeting
as originally notified and called.

      Section 8. Any action required or permitted to be taken at a meeting of
the Board of Directors or the executive committee may be taken without a meeting
if a consent in writing,



setting forth the action taken, is signed by all of the members of the Board of
Directors or the executive committee, as the case may be, and such consent shall
have the same force and effect as a unanimous vote at a meeting.

      Section 9. Directors and committee members may participate in and hold a
meeting by means of conference telephone or similar communication equipment by
means of which all persons participating in the meeting can hear each other.
Participation in such a meeting shall constitute presence in person at the
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground the
meeting is not lawfully called or convened.

                   COMMITTEES OF DIRECTORS

      Section 10. The Board of Directors, by resolution adopted by a majority of
the whole board, may designate from among its members an executive committee and
one or more other committees, each of which, to the extent provided in such
resolution, shall have and may exercise all of the authority of the Board of
Directors in the business and affairs of the corporation except where the action
of the Board of Directors is required by statute. Vacancies in the membership of
a committee shall be filled by the Board of Directors at a regular or special
meeting of the Board of Directors. The executive committee shall keep regular
minutes of its proceedings and report the same to the board when required. The
designation of any such committee and the delegation thereto of authority shall
not operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law.

                   COMPENSATION OF DIRECTORS

      Section 11. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors an may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director, or both. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                   CHAIRMAN OF THE BOARD

         Section 12. The Board of Directors may, in its discretion, choose a
Chairman of the Board who shall preside at meetings of the stockholders and of
the directors and shall be an ex officio member of all standing committees. The
Chairman of the Board shall have such other powers and shall perform such other
duties as shall be designated by the Board of Directors. The Chairman of the
Board shall be a member of the Board of Directors but no other officers of the
corporation need be a director. The Chairman of the Board shall serve until his
successor is chosen and qualified, but he may be removed at any time by the
affirmative vote of a majority of the Board of Directors.

                                   ARTICLE IV



                                     NOTICES

      Section 1. Notices to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when same shall be mailed. Notice to directors
may also be given by telegram, and shall be deemed delivered when same shall be
deposited at a telegraph office for transmission and all appropriate fees there
for have been paid.

      Section 2. Whenever any notice is required to be given to any stockholder
or director under the provisions of the statutes or of the articles of
incorporation or of these bylaws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be equivalent to the giving of such notice.

      Section 3. Attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, unless he shall announce his dissent at the meeting
and his dissent is entered in the minutes and he shall forward such dissent by
registered mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

                                    ARTICLE V

                                    OFFICERS

      Section 1. The officers of the corporation shall consist of a president,
one or more vice presidents, a secretary and a treasurer, each of whom shall be
elected by the Board of Directors at its first meeting after each annual meeting
of stockholders. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or more
offices may be held by the same person, except that no officer may act in more
than one capacity where action of two or more officers is required and no person
may hold the office of president and vice president concurrently.

      Section 2, The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

      Section 3. The officers of the corporation shall hold office until their
successors are chosen and qualified. Any officer or agent or member of the
executive committee elected or appointed by the Board of Directors may be
removed by the Board of Directors whenever in its judgment the best interests of
the corporation will be served there by, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
Any vacancy occurring in any office of the corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors.

                   THE PRESIDENT



      Section 4. The president shall be a director of the corporation and shall
be the chief executive officer of the corporation, shall have general and active
management of the business of the corporation and shall see that all orders ad
resolutions of the Board of Directors are carried into effect. In the absence of
the Chairman of the Board or in the event the Board of Directors shall not have
designated a Chairman of the Board, the president shall preside at meetings of
the stockholders and the Board of Directors.

      Section 5. The president shall have authority to institute or defend legal
proceedings when the directors are deadlocked. He shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the corporation.

                   THE VICE PRESIDENTS

      Section 6. The vice presidents in the order of their seniority, unless
otherwise determined by the Board of Directors, shall, in the absence or
disability of the president, perform the duties and exercise the powers of the
president. They shall perform such other duties and have such other powers as
the Board of Directors shall prescribe.

                THE SECRETARY AND ASSISTANT SECRETARY

      Section 7. The secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
president, under whose supervision he shall be. He shall keep in safe custody
the seal of the corporation and, when authorized by the Board of Directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the treasurer or an assistant
secretary. He shall keep a register of the post office address of each
stockholder which shall be furnished to him by such stockholders. He shall have
general charge of the stock transfer books of the corporation. He shall in
general perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned to him by the president or by the
Board of Directors.

      Section 8. The assistant secretaries in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the secretary, perform the duties and exercise the powers of the
secretary. They shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.

                THE TREASURER AND ASSISTANT TREASURERS



      Section 9. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

      Section 10. He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and the Board of Directors at
its regular meetings or when the Board of Directors so requires an account of
all his transactions as treasurer and of the financial condition of the
corporation.

      Section 11. If required by the Board of Directors he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal form office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

      Section 12. The assistant treasurers in the order of their seniority,
unless otherwise determined by the Board of Directors shall, in the absence or
disability of the treasurer, perform the duties and exercise the powers of the
treasurer. They shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.

                                   ARTICLE VI

                             CERTIFICATES FOR SHARES

      Section 1. The corporation shall deliver certificates representing all
shares to which stockholders are entitled; and such certificates shall be signed
by the president or a vice president, and the secretary or an assistant
secretary of the corporation, and may be sealed with the seal of the corporation
or a facsimile thereof. No certificate shall be issued for any share until the
consideration therefor has been fully paid. Each certificate representing shares
shall state upon the face thereof that the corporation is organized under the
laws of the State of Maryland, the name of the person to whom issued, the number
and class and the designation of the series, if any, which such certificate
represents, and the par value of each share represented by such certificate or a
statement that the shares are without par value.

      Section 2. If the corporation is authorized to issue shares of more than
one class, each certificate representing shares issued by the corporation (1)
shall conspicuously set forth on the face or back of the certificate a full
statement of (a) all of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and, (b) if the
corporation is authorized to issue shares of any referred or special class in
series, the variation in the relative rights and preferences of the shares of
each such series to the extent they have identified and determined and the
authority of the Board of Directors to fix and determine the relative rights and
preferences of subsequent series; or (2) shall conspicuously



state on the face or back of the certificate that (a) such a statement is set
forth in the articles of incorporation on file in the office of the Secretary of
State and (b) the corporation will furnish a copy of such statement to the
record holder of the certificate without charge on written request to the
corporation at its principal place of business or registered office.

      Section 3. If the corporation has by its Articles of Incorporation limited
or denied the preemptive right of stockholders to acquire unissued or treasury
shares of the corporation, every certificate representing shares issued by the
corporation (1) shall conspicuously set forth upon the face or back of the
certificate a full statement of the limitation or denial of preemptive rights
contained in the Articles of Incorporation, or (2) shall conspicuously state on
the fact or back of the certificate (a) that there is on file in the office of
the Secretary of State a full statement of the limitation or denial of
preemptive rights contained in the Articles of Incorporation, and (b) that the
corporation will furnish a copy of such statement of any stockholder without
charge upon written request to the corporation at its principal place of
business or registered office.

      Section 4. The signatures of the president or vice president and the
secretary or assistant secretary upon a certificate may be facsimiles, if the
certificate is countersigned by a transfer agent, or registered by a registrar,
other than the corporation itself or an employee of the corporation. In case any
officer who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased not be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of the issuance.

                   LOST CERTIFICATES

      Section 5. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.

      Section 6. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                   RESTRICTION ON TRANSFER OF SHARES



      Section 7. If the corporation issues any shares which are not registered
under the Securities Act of 1933, as amended, and registered or qualified under
any applicable state securities laws, the transfer of any such shares shall be
restricted substantially in accordance with the following legend:

            "The shares of stock represented by this certificate have not been
      registered under the Securities Act of 1933, as amended (the "Act"), or
      registered or qualified under the securities laws of any state, and the
      holder hereof cannot make any sale, assignment or other transfer of any
      shares of such stock except pursuant to an offering of such shares duly
      registered under the Act and registered or qualified under any applicable
      state securities laws, or under such other circumstances as in the opinion
      of counsel for or satisfactory to the issuer shall not, at the time,
      require registration under the Act and/or registration or qualification
      under any state securities law. Also said shares are 'restricted
      securities' within the meaning of Rule 144 promulgated by the Securities
      and Exchange Commission under the Act and may be subject to the
      limitations and reporting requirements of said rule upon resale or other
      disposition thereof."

      In the event any restriction on the transfer, or registration of the
transfer, of shares shall be imposed or agreed to by the corporation, each
certificate representing shares so restricted (1) shall conspicuously set forth
a full or summary statement of the restriction on the face of the certificate,
or (2) shall set forth such statement on the back of the certificate and
conspicuously refer to the same on the face of the certificate, or (3) shall
conspicuously state on the face or back of the certificate that such a
restriction exists pursuant to a specified document and (a) that the corporation
will furnish to the record holder of the certificate without charge upon written
request to the corporation at its principal place of business or registered
office a copy of the specified documents, or (b) if such document is one
required or permitted by law to be and has been filed, that such specified
document is on file in the office of the Secretary of State and contains a full
statement of such restriction.

                   CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE

         Section 8. For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purposes, the Board of
Directors may provide that the stock transfer books shall be closed for a stated
period not to exceed, in any case, fifty (50) days. If the stock transfer books
shall be closed for the purpose of determining stockholders entitled to notice
of or to vote at a meeting of stockholder such books shall be closed for at
least ten (10) days immediately preceding such meeting. In lieu of closing the
stock transacted books, the Board of Directors may fix in advance a date as the
record date in any case to be not more than fifty (50) days, and, in case of a
meeting of stockholders, not less than ten (10) days, prior not the date on
which the particular action requiring such determination of shareholders is to
be taken. If the stock transfer books are not closed and no record date is fixed
for the determination of stockholders entitled to notice of or to vote at a
meeting of stockholders or stockholders entitled to receive payment of a
dividend, the date on which the notice of the



meeting is mailed or the date on which the resolutions of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as provided in
this section, such determination shall apply to any adjournment thereof, except
where the determination has been made through the closing of stock transfer
books and the stated period of closing has expired.

                   REGISTERED STOCKHOLDERS

      Section 9. The corporation shall be entitled to recognize the exclusive
rights of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provide by the general laws of the State of Maryland.

                                   ARTICLE VII

                               GENERAL PROVISIONS

      Section 1. The Board of Directors may declare and the corporation may pay
dividends on its outstanding shares in cash, property, or its own shares
pursuant to law and subject to the provisions of its Articles of Incorporation.

      Section 2. The Board of Directors may by resolution create a reserve or
reserves out of earned surplus for any proper purpose or purposes, and may
abolish any such reserve in the same manner.

                   REPORT TO STOCKHOLDERS

      Section 3. The Board of Directors must, when requested by the holders of
at least one-third (1/3) of the outstanding shares of the corporation, present
written reports of the situation and amount of business of the corporation.

                   CHECKS

      Section 4. All checks, drafts or other demands for money, notes and other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers or such other person or persons as the Board of
Directors may from time to time designate.

                   CONTRACTS

         Section 5. The Board of Directors may authorize any officer or
officers, agent or agents to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

                   LOANS



         Section 6. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.

                   DEPOSITS

         Section 7. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board of Directors may select.

                   FISCAL YEAR

         Section 8. The fiscal year of the corporation shall be fixed by the
resolution of the board or directors.

                   SEAL

         Section 9. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Maryland." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

                                  ARTICLE VIII

                               AMENDMENT OF BYLAWS

         These bylaws may be altered, amended or repealed or new bylaws may be
adopted at any meeting of the Board of Directors at which a quorum is present,
by the affirmative vote of a majority of the directors present at such meeting
(provided notice of the proposed alteration, amendment or repeal is contained in
the notice of the meeting), subject to repeal or change at any meeting of the
stockholders at which a quorum is present, by the affirmative vote of a majority
of the stockholders present at such meeting (provided notice of the proposed
alteration, amendment or repeal is contained in the notice of the meeting).

EX-4.10

                                                                    EXHIBIT 4.10

                            AMENDED & RESTATED BYLAWS
                                       OF
                             URS CORPORATION -- OHIO

                               A Ohio Corporation
                 (Amended and Restated as of September 9, 2004)

                                   Article I.

                            MEETINGS OF SHAREHOLDERS

      (a) ANNUAL MEETINGS. The annual meeting of the shareholders of this
corporation shall be held at the principal office of the corporation, in
Cleveland, Ohio, or any other location designated by the directors, on the third
Tuesday in January of each year, at 10:00 A.M., if not a legal holiday, but if a
legal holiday, then on the following Tuesday at the same hour, or at such other
time in the month of January as designated by the Board of Directors.

      (b) SPECIAL MEETINGS of the shareholders of this corporation shall be
called by the Secretary, pursuant to a resolution of the Board of Directors, or
upon the written request of two directors, or by shareholders representing 25%
of the shares issued and entitled to vote. Calls for special meetings shall
specify the time, place and object or objects thereof, and no business other
than that specified in the call therefor shall be considered at any such
meetings.

      (c) NOTICE OF MEETINGS. A written or printed notice of the annual or any
special meeting of the shareholders, stating the time and place and the objects
thereof shall be given to each shareholder entitled to vote at such meeting
appearing an the books of the corporation by personal delivery or by mailing
same to his address as the same appears on the records of the corporation or of
its Transfer Agent, or Agents, at least seven (7) day before any such meeting,
provided, however, that no failure or irregularity of notice of any annual
meeting shall invalidate the same or any proceeding thereat.

      All notices with respect to any shares to which persons are jointly
entitled may be given to that one of such persons who is named first upon the
books of the Corporation and notice so given shall be sufficient notice to all
the holders of such shares.

      (d) QUORUM. A majority in number of the shares authorized, issued and
outstanding, represented by the holders of record thereof, in person or by
proxy, shall be requisite to constitute a quorum at any meeting of shareholders,
but less than such majority may adjourn the meeting any business may be
transacted which might have been transacted if the meeting had been as
originally called.

      (e) PROXIES. Any shareholder entitled to vote at a meeting of shareholders
may be represented and vote thereat by proxy appointed by an instrument in
writing, subscribed by



each shareholder, or by his duly authorized attorney, and submitted to the
Secretary at or before such meeting.

                                   Article II.

                                      SEAL

      The seal of the corporation shall be circular, about two inches in
diameter, with the name of the corporation engraved around the margin and the
word "SEAL" engraved across the center. It shall remain in the custody of the
Secretary, and it or a facsimile thereof shall be if affixed to all certificates
of the corporation's shares. If deemed advisable by the Board of Directors, a
duplicate seal may be kept and used by any other officer of the corporation, or
by any Transfer Agent of its shares.

                                  Article III.

                                     SHARES

      SECTION 1.--CERTIFICATES. Certificates evidencing the ownership of shares
of the corporation shall be issued to those entitled to them by transfer or
otherwise. Each certificate for shares shall bear a distinguishing number, the
signature of the President or Vice--President, and of the Secretary or an
Assistant Secretary, the seal of the corporation, and such recitals as may be
required by law. The certificates for shares shall be of such tenor and design
as the Board of Directors from time to time may adopt.

      SECTION 2.--TRANSFERS. (a) The shares may be transferred on the proper
books of the corporation by the registered holders thereof, or by their
attorneys legally constituted, or their legal representatives, by surrender of
the certificate therefor for cancellation and a written assignment of the shares
evidenced thereby. The Board of Directors may, from time to time, appoint such
Transfer Agents or Registrars of shares as it may deem advisable, and may define
their powers and duties.

      (b) All endorsements, assignments, transfers, share powers or other
instruments of transfer of securities standing in the name of the corporation
shall be executed for and in the name of the corporation by any two of the
following officers, to-wit: the President or a Vice-President, and the Treasurer
or Secretary, or an Assistant Treasurer or an Assistant Secretary; or by any
person or persons thereunto authorized by the Board of Directors.

      SECTION 3.--LOST CERTIFICATES. The Board of Directors may order a new
certificate or certificates of shares to be issued in place of any certificate
or certificates alleged to have been lost or destroyed, but in every such case
the owner of the lost certificate or certificates shall first cause to be given
to the corporation a bond, with surety or sureties satisfactory to the
corporation in such sum as said Board of Directors may in its discretion deem
sufficient as indemnity against any loss or liability that the corporation may
incur by reason of the issuance of such new certificates; but the Board of
Directors may, in its



discretion, refuse to issue such new certificate save upon the order of some
court having jurisdiction in such matters pursuant to the statute made and
provided.

      SECTION 4.--CLOSING OF TRANSFER BOOKS. The share transfer books of the
corporation may be closed by order of the Board of Directors for a period not
exceeding ten (10) days prior to any meeting of the shareholders, and for a
period not exceeding ten (10) days prior to the payment of any dividend. The
times during which the books may be closed shall, from time to time, be fixed by
the Board of Directors.

                                   Article IV.

                                    DIRECTORS

      The authorized number of directors shall be determined from time to time
by resolution of the Board of Directors, provided that the Board of Directors
shall consist of at least one member. Whenever all the shares of the corporation
are owned beneficially and of record by either one or two shareholders, the
number of directors may be less than three but not less than the number of
shareholders. Whenever there are three or more shareholders, there must be at
least three directors.

      Directors shall hold office until the expiration of the term for which
they were elected and shall continue in office until their respective successors
have been duly elected and qualified.

                                   Article V.

                             VACANCIES IN THE BOARD

      A resignation from the Board of Directors shall be deemed to take effect
upon its receipt by the Secretary, unless some other time is specified therein.
In case of any vacancy in the Board of Directors, through death, resignation,
disqualification, or other cause deemed sufficient by the Board, by the
affirmative vote of two-thirds (2/3) of the remaining directors, may elect a
successor to hold office for the unexpired portion of the term of the director
whose place shall be vacant, and until the election and qualification of a
successor.

                                   Article VI.

                                REGULAR MEETINGS

      Regular meetings of the Board of Directors shall be held on such dates as
the Board may designate.

                                  Article VII.

                                SPECIAL MEETINGS



      Special meetings of the Board of Directors shall be called by the
Secretary and held at the request of the President or any two of the directors.

                                  Article VIII.

                               NOTICE OF MEETINGS

      The Secretary shall give notice of each meeting of the Board of Directors,
whether regular or special, to each member of the Board.

                                Article VIII(A).

                                VOTE OF DIRECTORS

      Each member of the Board of Directors shall have one (1) vote. Except as
otherwise provided, the affirmative vote of a majority of the total number of
directors in office at a meeting at which a quorum is present shall be necessary
to take official action. In the absence of a meeting the official action of the
Board of Directors may be taken by unanimous written consent of all the members
of the Board in office at that time.

                                   Article IX.

                                     QUORUM

      A majority of the Directors in office at the time shall constitute a
quorum at all meetings thereof.

                                   Article X.

                                PLACE OF MEETINGS

      The Board of Directors may hold its meetings at such place or places
within or without the State of Ohio as the Board may, from time to time,
determine.

                                   Article XI.

                                  COMPENSATION



      Directors may be allowed such compensation and expenses as the Board of
Directors may determine. Members of either executive or special committees may
be allowed such additional compensation and expenses as the Board of Directors
may determine. Nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity and receiving
compensation therefor.

                                  Article XII.

                              ELECTION OF OFFICERS

      At the first meeting of the Board of Directors in each year (at which a
quorum shall be present) held next after the annual meeting of the shareholders,
and at any special meeting provided in Article VII, the Board of Directors shall
elect officers of the corporation (including the President) and designate and
appoint such subordinate officers and employees as it shall determine. They may
also appoint an executive committee or committees from their number and define
their powers and duties.

                                  Article XIII.

                                    OFFICERS

      The officers of this corporation shall be a President, who need not be a
director, and also one or more Vice-Presidents, a Secretary and a Treasurer who
may or may not be directors. Said officers shall be chosen by the Board of
Directors, and shall hold office for one year, and until their successors are
elected and qualified. Additional Vice-Presidents may be elected from time to
time as determined by the Directors who may also appoint one or more Assistant
Secretaries, and one or more Assistant Treasurers, and such other officers and
agents of the corporation as it may from time to time determine. The officers of
this corporation may also include a Chairman of the Board, and should there be a
Vice Chairman of the Board, both shall be Directors.

      Any officer or employee elected or appointed by the Board of Directors,
other than that of director, may be removed at any time upon vote of the
majority of the whole Board of Directors.

      The same person may hold more than one office, other than that of
President and Vice-President, or Secretary and Assistant Secretary, or Treasurer
and Assistant Treasurer.

      In case of the absence of any officer of the corporation, or for any other
reason which the Board of Directors may deem sufficient, the Board of Directors
may delegate the powers or duties of such officer to any other officer or to any
director, provided a majority of the whole Board of Directors concur therein.

                                  Article XIV.



                               DUTIES OF OFFICERS

      (a) PRESIDENT. The President shall exercise, subject to the control of the
Board of Directors and the shareholders of the corporation, a general
supervision over the affairs of the corporation, and shall perform generally all
duties incident to the office and such other duties as may be assigned to him
from time to time by the Board of Directors.

      (b) VICE-PRESIDENT. The Vice-President shall perform all duties of the
President in his absence or during his inability to act, and shall have such
other and further powers, and shall perform such other and further duties as may
be assigned to him by the Board of Directors.

      (c) SECRETARY. The Secretary shall keep the minutes of all proceedings of
the Board of Directors and of the shareholders and make a proper record of the
same, which shall be attested by him. He shall keep such books as may be
required by the Board of Directors, and shall take charge of the seal of the
corporation, and generally perform such duties as may be required by the Board
of Directors.

      (d) TREASURER. The Treasurer shall have the custody of the funds and
securities of the corporation which may come into his hands, and shall do with
the same as may be ordered by the Board of Directors. When necessary or proper
he may endorse on behalf of the corporation for collection, checks, notes and
other obligations. He shall deposit the funds of the corporation to its credit
in such banks and depositaries as the Board of Directors may, from time to time,
designate. He shall submit to the annual meeting of the shareholders, a
statement of the financial condition of the corporation, and whenever required
by the Board of Directors, shall make and render a statement of his accounts,
and such other statements as may be required. He shall keep in books of the
corporation, full and accurate accounts of all moneys received and paid by him
for account of the corporation. He shall perform such other duties as may, from
time to time, be assigned to him by the Board of Directors.

      (e) CHAIRMAN OF THE BOARD. The Chairman of the Board, if present, shall
preside at all meetings of the Board of Directors, and shall, in general,
perform all duties incident to the office of the Chairman of the Board and such
other duties as may be assigned to him by the Board of Directors.

      (f) VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board, if
present, shall preside at all meetings of the Board of Directors when the
Chairman of the Board is not present, and shall, in general, perform all duties
incident to the office of Vice Chairman of the Board, all duties of the Chairman
of the Board when he is not available, and such other duties as may be assigned
to the Vice Chairman of the Board by the Board of Directors.

                                   ARTICLE XV.

                                ORDER OF BUSINESS



      1.    Call meeting to order.

      2.    Selection of chairman and secretary.

      3.    Proof of notice of meeting.

      4.    Roll call, including filing of proxies with secretary.

      5.    Appointment of tellers.

      6.    Reading and disposal of previously unapproved minutes.

      7.    Reports of officers and committees.

      8.    If annual meeting, or meeting called for that purpose, election of
            directors.

      9.    Unfinished business.

      10.   New business.

      11.   Adjournment.

      This order may be changed by the affirmative vote of a majority in
interest of the shareholders present.

                                  Article XVI.

                                   AMENDMENTS

      These regulations may be adopted, amended or repealed by the affirmative
vote of two-thirds (2/3) of the shares empowered to vote thereon at any meeting
called and held for that purpose, notice of which meeting has been given
pursuant to law, or without a meeting by the written assent of the owners of
two-thirds (2/3) of the shares of the corporation entitled to vote thereon.

      Thereupon, the following written assent to the adoption of the code of
regulations aforesaid was entered in these minutes and subscribed by all of the
shareholders of this corporation.

                                  Article XVII.

                               INDEMNIFICATION OF
                             OFFICERS AND DIRECTORS



      The Corporation shall indemnify any director or officer, or a former
director or officer, of the Corporation, or any person who is serving or has
served at its request as an officer or director of another corporation, against
expenses (including attorneys' fees), judgments, decrees, fines, penalties,
amounts paid in settlement and other liabilities incurred in connection with the
defense of any pending or threatened action, suit, or proceeding, whether
criminal, civil, administrative or investigative, to which such director or
officer is or could reasonably expect to be made a party by reason of being or
having been such director or officer, provided:

      (a)   that such person was not, and has not been adjudicated to have been,
            negligent or guilty of misconduct in the performance of his duty to
            the Corporation or the corporations of which he was a director or
            officer;

      (b)   that he acted in good faith in what he reasonably believed to be the
            best interests of the Corporation; and,

      (c)   that, in any matter, the subject of a criminal action, suit, or
            proceeding, he had no reasonable cause to believe that his conduct
            was unlawful.

      The determination as to (a), (b) and (c) above shall be made: (1) by the
Board of Directors by a majority vote of a quorum of directors, all of whom
shall be eligible to vote regardless of their present or past involvement as
parties to or threatened with such action, suit, or proceeding, or any other
action, suit, or proceeding arising from the same or similar operative facts or
(2) if such a quorum is not obtainable, or even if obtainable if a majority of
such quorum of directors so directs, by independent legal counsel (compensated
by the Corporation) to whom the matter may be referred by the directors.

      The Board of Directors, whether a disinterested quorum exists or not, may
advance expenses to any such person for the defense of any such action, suit, or
proceeding, or threat thereof, prior to any final disposition thereof, upon
receipt of a satisfactory undertaking by such person to repay such amount unless
it shall ultimately be determined that such person is entitled to
indemnification by the Corporation as herein authorized.

      The termination of any claim, action, suit, or proceeding by judgment,
order, settlement, conviction or plea of guilty of nolo contendere shall not
create a presumption that such person did not meet the standards of conduct
referred to above.

      To the extent that any such person has been successful on the merits, on
procedural grounds, or otherwise with respect to any such action, suit, or
proceeding, or in the defense of any claim, issued or matter therein, such
person shall be indemnified against expenses incurred in connection therewith
without the determination specified above.

      The indemnification provided by this Article shall not be deemed exclusive
of, or in any way to limit, any other rights to which any person indemnified may
be or may become entitled as a matter of law, by the articles, regulations,
agreements, insurance, vote of stockholders, or otherwise, with respect to
action in his official capacity, and shall continue



as to a person who has ceased to be a director, officer, or employee, and shall
inure to the benefit of the heirs, executors and administrators of such person.

      The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director or officer, against any liability asserted
against him and incurred by him in such capacity, or arising out of his status
as such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article or of the Ohio
Revised Code.

                                 Article XVIII.

                                   FISCAL YEAR

      The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.

EX-4.11

                                                                    EXHIBIT 4.11

                            AMENDED & RESTATED BYLAWS
                                       OF
                            URS CORPORATION SOUTHERN

                            A California Corporation
                 (Amended and Restated as of September 9, 2004)

                       (Formerly: Greiner, Inc. Southern)

                                    ARTICLE I

                                  Applicability

      Section 1. Applicability of Bylaws. These Bylaws govern, except as
otherwise provided by statute or its Articles of Incorporation, the management
of the business and the conduct of the affairs of the Corporation.

                                   ARTICLE II

                                     Offices

      Section 1. Principal Executive Office. The location of the principal
executive office of the Corporation is 11440 San Vicente Boulevard, Los Angeles,
California 90049.

                                   ARTICLE III

                            Meetings of Shareholders

      Section 1. Place of Meetings. Meetings of the shareholders shall be held
at any place within or without the State of California designated by the Board
of Directors.

      Section 2. Annual Meetings. An annual meeting of the shareholders shall be
held within 180 days following the end of the fiscal year of the Corporation at
a date and time designated by the Board of Directors. Directors shall be elected
at each annual meeting and any other proper business may be transacted thereat.

      Section 3. Special Meetings. (a) Special meetings of the shareholders may
be called by a majority of the Board of Directors, the President or the holders
of shares entitled to cast not less than 10 percent of the votes at such
meeting.

      (b) Any request for the calling of a special meeting of the shareholders
shall (1) be in writing, (2) specify the date and time thereof which date shall
be not less than 35 nor more than 60 days after receipt of the request, and (3)
be given either personally or by first-class mail, postage prepaid, or other
means of written communication to the President, any Vice



President or Secretary of the Corporation. The officer receiving a proper
request to call a special meeting of the shareholders shall cause notice to be
given pursuant to the provisions of Section 4 of this article.

      Section 4. Notice of Annual, Special or Adjourned Meetings. (a) Whenever
any meeting of the shareholders is to be held, a written notice of such meeting
shall be given in the manner described in subdivision (c) of this section not
less than 10 nor more than 60 days before the date thereof to each shareholder
entitled to vote thereat. The notice shall state the place, date and hour of the
meeting and the general nature of the business to be transacted.

      (b) Notice need not be given of an adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken.

      (c) Notice of any meeting of the shareholders or any report shall be given
either personally or by first-class mail, postage prepaid, or other means of
written communication, addressed to the shareholder at his address appearing on
the books of the Corporation.

      Section 5. Record Date. (a) The Board of Directors may fix a time in the
future as a record date for the determination of the shareholders (1) entitled
to notice of any meeting or to vote thereat, (2) entitled to receive payment of
any dividend or other distribution or allotment of any rights or (3) entitled to
exercise any rights in respect of any other lawful action. The record date so
fixed shall be not more than 60 nor less than 10 days prior to the date of any
meeting of the shareholders nor more than 60 days prior to any other action.

      Section 6. Quorum; Action at Meetings. (a) A majority of the shares
entitled to vote at a meeting of the shareholders, represented in person or by
proxy, shall constitute a quorum for the transaction of business thereat.

      (b) If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on any matter shall be
the act of the shareholders, unless the vote of a greater number is required by
Law or the Articles of Incorporation.

      Section 7. Adjournment. Any meeting of the shareholders may be adjourned
from time to time whether or not a quorum is present by the vote of a majority
of the shares represented thereat either in person or by proxy. At the adjourned
meeting the Corporation may transact any business which might have been
transacted at the original meeting.

      Section 8. Validation of Defectively Called, Noticed or Held Meetings. The
transactions of any meeting of the shareholders, however called and noticed, and
wherever held, are as valid as though had at a meeting duly held after regular
call and notice, if a quorum is present either in person or by proxy, and if,
either before or after the meeting, each of the persons entitled to vote
thereat, not present in person or by proxy, signs a written waiver of notice or
a consent to the holding of the meeting or an approval of the minutes thereof.
All such waivers, consents and approvals shall be tiled with the corporate
records or made a part of the minutes of the meeting.



      Section 9. Voting for Election of Directors. Every shareholder entitled to
vote at any election of directors may cumulate his votes and give one candidate
a number of votes equal to the number of directors to be elected multiplied by
the number of votes to which his shares are entitled, or distribute his votes on
the same principle among as many candidates as he thinks fit.

      Section 10. Action by Written Consent. Any action which may be taken at
any annual or special meeting of the shareholders may be taken without a
meeting, without a vote and without prior notice, if a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
shares having not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting in which all shares entitled to
vote thereon were present and voted. All such consents shall be filed with the
Secretary of the Corporation and maintained with the corporate records.

                                   ARTICLE IV

                                    Directors

      Section 1. Number of Directors. The authorized number of directors shall
be determined from time to time by resolution of the Board of Directors,
provided that the Board of Directors shall consist of at least one member.

      Section 2. Election of Directors. Directors shall be elected at each
annual meeting of the shareholders.

      Section 3. Term of Office. Each director, including a director elected to
fill a vacancy, shall hold office until the expiration of the term for which he
is elected and until a successor has been elected.

      Section 4. Vacancies. (a) A vacancy in the Board of Directors exists
whenever any authorized position of director is not then filled by a duly
elected director.

      (b) Vacancies on the Board of Directors may be filled by a majority of the
directors then in office, whether or not less than a quorum, or by a sole
remaining director.

      (c) The shareholders may elect a director at any time to fill any vacancy
not filled by the directors.

      Section 5. Resignation. Any director may resign effective upon giving
written notice to the President, the Secretary or the Board of Directors of the
Corporation.

                                    ARTICLE V

                       Meetings of the Board of Directors



      Section 1. Place of Meetings. Regular or special meetings of the Board of
Directors shall be held at any place within or without the State of California
which has been designated from time to time by the Board.

      Section 2. Other Regular Meetings. Regular meetings of the Board of
Directors shall be held without call at such time as shall be designated from
time to time by the Board. Notice of any such meeting is not required.

      Section 3. Special Meetings. Special meetings of the Board of Directors
may be called at any time for any purpose or purposes by the President or any
vice president or the Secretary or any two directors. Notice shall be given of
any special meeting of the Board.

      Section 4. Notice of Special Meetings. Notice of the time and place of
special meetings of the Board of Directors shall be delivered personally or by
telephone to each director or sent to each director by first-class mail or
telegraph, charges prepaid. Such notice shall be given four days prior to the
holding of the special meeting if sent by mail or 48 hours prior to the holding
thereof if delivered personally or given by telephone or telegraph. The notice
or report shall be deemed to have been given at the time when delivered
personally to the recipient or deposited in the mail or sent by other means of
written communication.

      Section 5. Validation of Defectively Held Meetings. The transactions of
any meeting of the Board of Directors, however called and noticed or wherever
held, are as valid as though had at a meeting duly after regular call and notice
if a quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to holding the
meeting or an approval of the minutes thereof.

      Section 6. Quorum; Action at Meetings; Telephone Meetings. (a) A majority
of the authorized number of directors shall constitute a quorum for the
transaction of business. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present is the act
of the Board of Directors, unless action by a greater proportion of the
directors is required by law or the Articles of Incorporation.

      (b) A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for such
meeting.

      (c) Members of the Board of Directors may participate in a meeting through
use of conference telephone or similar communications equipment so long as all
members participating in such meeting can hear one another.

      Section 7. Adjournment. A majority of the directors present, whether or
not a quorum is present, may adjourn any meeting to another time and place.

      Section 9. Action Without a Meeting. Any action required or permitted to
be taken by the Board of Directors may be taken without a meeting, if all
members of the Board individually or collectively consent in writing to such
action.



                                   ARTICLE VII

                                    Officers

      Section 1. Officers. The Corporation shall have as officers, a President,
a Secretary and a Treasurer. The Treasurer is the chief financial officer of the
Corporation. The Corporation may also have at the discretion of the Board, one
or more vice presidents, one or more assistant secretaries, one or more
assistant treasurers and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article. One person may hold two or
more offices.

      Section 2. Election of Officers. The officers of the Corporation shall be
chosen by the Board of Directors.

      Section 3. Subordinate Officers, Etc. The Board of Directors may appoint
by resolution, and may empower the Chairman of the Board, if there be such an
officer, or the President, to appoint such other officers as the business of the
Corporation may require, each of whom shall hold office for such period, have
such authority and perform such duties as are determined from time to time by
resolution of the Board or, in the absence of any such determination, as are
provided in these Bylaws. Any appointment of an officer shall be evidenced by a
written instrument filed with the Secretary of the Corporation and maintained
with the corporate records.

      Section 4. Removal and Resignation. (a) Any officer may be removed, either
with or without cause, by the Board of Directors.

      (b) Any officer may resign at any time effective upon giving written
notice to the President, any vice president or Secretary of the Corporation.

      Section 5. President. The President shall be the chief executive officer
and general manager of the Corporation and shall, subject to the control of the
Board, have general supervision, direction and control of the business and
affairs of the Corporation. He shall preside at all meetings of the shareholders
and at all meetings of the Board. He shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed from time to time by
resolution of the Board.

      Section 6. Vice President. In the absence or disability of the President,
the vice presidents in order of their rank as fixed by the Board of Directors
or, if not ranked, the Vice President designated by the Board, shall perform all
the duties of the President, and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the President. The vice presidents
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the Board or as the President may
from time to time delegate.

      Section 7. Secretary. (a) The Secretary shall keep or cause to be kept the
minute book, the share register and the seal, if any, of the Corporation.



      (b) The Secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the Board of Directors required by these Bylaws or by
law to be given, and shall have such other powers and perform such other duties
as may be prescribed from time to time by the Board.

      Section 8. Treasurer. The Treasurer shall keep, or cause to be kept, the
books and records of account of the Corporation.

                                   ARTICLE VII

                               Records and Reports

      Section 1. Minute Book. The Corporation shall keep or cause to be kept in
written form at its principal executive office or such other place as the Board
of Directors may order, a minute book which shall contain a record of all
actions by its shareholders or Board.

      Section 2. Share Register -- Maintenance and Inspection. The Corporation
shall keep or cause to be kept at its principal executive office a share
register which shall contain the names of the shareholders and their addresses,
the number of shares held by each, the number and date of certificates issued
for the same and the number and date of cancellation of every certificate
surrendered for cancellation.

      Section 3. Books and Records of Account. The Corporation shall keep or
cause to be kept at its principal executive office a share register which shall
contain the names of the shareholders and their addresses, the number of shares
held by each, the number and date of certificates issued for the same and the
number and date of cancellation of every certificate surrendered for
cancellation.

                                  ARTICLE VIII

                                  Miscellaneous

      Section 1. Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, and any assignment
or endorsement thereof, issued in the name of or payable to the Corporation,
shall be signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the Board of Directors.

      Section 2. Contracts, Etc. -- How Executed. The Board of Directors may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances; and, unless so
authorized or ratified by the Board, no officer, employee or other agent shall
have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or to
any amount.



      Section 3. Certificates of Stock. All certificates shall be signed in the
name of the Corporation by the President and by the Secretary certifying the
number of shares owned by the shareholder.

      Section 4. Lost Certificates. Except as provided in this section, no new
certificate for shares shall be issued in lieu of an old certificate unless the
latter is surrendered to the Corporation and canceled at the same time. The
Board of Directors may in case any share certificate or certificate for any
other security is lost, stolen or destroyed, authorize the issuance of a new
certificate in lieu thereof, upon such terms and conditions as the Board may
require.

      Section 5. Representation of Shares of Other Corporations. Any person
designated by resolution of the Board of Directors or, in the absence of such
designation, the President or any vice president or the Secretary, or any other
person authorized by any of the foregoing, is authorized to vote on behalf of
the Corporation any and all shares of any other corporation or corporations,
foreign or domestic, owned by the Corporation.

                                    ARTICLE X

                                   Amendments

      Section 1. Amendments. New bylaws may be adopted or these Bylaws may be
amended or repealed by the affirmative vote of a majority of the outstanding
shares entitled to vote. Subject to the next preceding sentence, bylaws (other
than a bylaw or amendment thereof specifying or changing a fixed number of
directors or the maximum or minimum number, or changing from a fixed to a
variable board or vice versa) may be adopted, amended or repealed by the Board
of Directors.

EX-4.12

                                                                    EXHIBIT 4.12

                           AMENDED AND RESTATED BYLAWS
                                       OF
                                 URS GROUP, INC.

                             A Delaware Corporation
                 (Amended and Restated as of September 9, 2004)

            (FORMERLY KNOWN AS WOODWARD-CLYDE FEDERAL SERVICES, INC.
                                       AND
               URS GREINER WOODWARD-CLYDE FEDERAL SERVICES, INC.)

                                     ------

                               ARTICLE I - OFFICES

SECTION 1 - REGISTERED OFFICE

      The registered office shall be in the City of Wilmington, County of New
Castle, State of Delaware.

SECTION 2 - OTHER OFFICES

      The corporation may also have offices at such other places both within and
without the State of Delaware as the board of directors may from time to time
determine or the business of the corporation may require.

                      ARTICLE II - MEETINGS OF SHAREHOLDERS

SECTION 1 - PLACE OF MEETINGS

      All meetings of stockholders for the election of directors shall be held
in Wilmington, Delaware, or at such other place either within or without the
State of Delaware as shall be designated from time to time by the board of
directors and stated in the notice of meeting. Meetings of stockholders for any
other purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

SECTION 2 - ANNUAL MEETINGS

      The annual meetings of shareholders, shall be held on the second Monday in
January of each year; provided, however, that should said day fall upon a legal
holiday, then any such annual meeting of shareholders shall be held at the same
time and place on the next day thereafter ensuing which is not a legal holiday,
or at such other date and time as shall be designated from time to time by the
Chairman of the Board and as stated in the notice of meeting, at which they
shall elect by a plurality vote a board of directors, and transact such other
business as may properly be brought before the meeting.



SECTION 3 - NOTICE OF ANNUAL MEETINGS

      Written notice of the annual shareholders meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
the meeting not less than ten (10) or more than sixty (60) days before the date
of the meeting.

SECTION 4 - STOCK LEDGER

      The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten (10) days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of the name of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

SECTION 5 - SPECIAL MEETINGS

      Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the certificate of incorporation, may be
called by the president and shall be called by the president or secretary at the
written request of the stockholders owning a majority capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.

SECTION 6 - NOTICE OF SPECIAL MEETING

      Written notice of a special meeting stating the place, date and hour of
the meeting and the purpose or purposes for which the meeting is called shall be
given, not less than ten (10) nor more than sixty (60) days before the date of
the meeting, to each stockholder entitled to vote at such meeting.

SECTION 7 - BUSINESS TRANSACTED AT A SPECIAL MEETING

      Business transacted at a special meeting of the stockholders shall be
limited to the purposes stated in the notice.

SECTION 8 - VOTING AT MEETINGS OF SHAREHOLDERS

      A majority of the holders of stock issued and outstanding and entitled to
vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by



certificate of incorporation. If however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting without notice other than announcement at the meeting, until
such time as when a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

SECTION 9 - QUORUM

      When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power, present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one which, by express provision of the statutes or of the certificate of
incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question.

SECTION 10 - CUMULATIVE VOTING

      Unless otherwise provided in the certificate of incorporation each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted on after three years from
its date, unless the proxy provides for a longer period.

SECTION 11 - ACTION WITHOUT MEETING

      Unless otherwise provided for in the certificate of incorporation, any
action required to be taken at any annual or special meeting of stockholders of
the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous consent shall be given to those stockholders who have not
consented in writing.

                             ARTICLE III - DIRECTORS

SECTION 1 - NUMBER OF DIRECTORS

      The authorized number of directors shall be determined from time to time
by resolution of the board of directors, provided that the board of directors
shall consist of at least one member. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.



SECTION 2 - VACANCIES

      Vacancies and newly created directorships resulting from any increase in
authorized number of directors may be filled by a majority of the directors,
then in office, though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual election and
until their successors are duly elected and qualified, unless sooner displaced.

      If, at the time of filling any vacancy or any newly created directorship,
the directors then in office shall constitute less than a majority of the whole
board (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten percent of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office.

SECTION 3 - POWERS

      The business of the corporation shall be managed by or under the direction
of its board of directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.

SECTION 4 - PLACE OF MEETING

      The board of directors of the corporation may hold meetings, both regular
and special, within or without the State of Delaware.

SECTION 5 - ORGANIZATION MEETING

      The first meeting of each newly elected board of directors shall be held
at such time and place as shall be fixed by the vote of the stockholders at the
annual meeting and no notice of such meeting shall be necessary to the newly
elected directors in order to legally constitute the meeting, provided a quorum
shall be present. In the event of the failure of the stockholders to fix the
time or place of such first meeting of the newly elected board of directors, or
in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.

SECTION 6 - REGULAR MEETINGS

      Regular meetings of the board of directors may be held without notice at
such time and at such place as shall from time to time be determined by the
board.



SECTION 7 - SPECIAL MEETINGS

      Special meetings of the board may be called at any time by the president
on four (4) days' notice to each director either personally or telegram; special
meetings shall be called by the president or secretary in like manner and on
like notice on the written request of two directors unless the board consists of
only one director in which case special meetings shall be called by the
president or secretary in like manner and on like notice on the written request
of the sole director.

SECTION 8 - QUORUM

      At all meetings of the board, a majority of the authorized number of
directors shall be necessary to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the certificate of
incorporation. If a quorum shall not be present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

SECTION 9 - ACTION WITHOUT MEETING

      Unless otherwise restricted by the certificate of incorporation or these
by-laws, any action required or permitted to be taken at any meeting of the
board of directors or of any committee thereof may be taken without a meeting,
if all members of the board or committee, as the case may be, consent thereto in
writing, and such writing or writings are to be filed with the minutes of
proceedings of the board or committee.

SECTION 10 - PARTICIPATION IN MEETINGS

      Unless otherwise restricted by the certificate of incorporation or these
by-laws, members of the board of directors, or any committee designated by the
board of directors, may participate in a meeting of the board of directors, or
any committee, by means of conference telephone or similar communications
equipment if, by such means, all persons participating in the meeting can hear
each other. Such participation in a meeting shall constitute presence in person
at the meeting.

SECTION 11 - COMMITTEES OF DIRECTORS

      The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, each committee to consist of one
or more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.

      In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he



or they constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in the place of any such absent or
disqualified member.

      Any such committee, to the extent provided in the resolution of the board
of directors, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, (except
that a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors
as provided in Section 151(a) fix any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation) adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.

SECTION 12 - MINUTES OF MEETINGS

      Each committee shall keep regular minutes of its meetings and report the
same to the board of directors when required.

SECTION 13 - COMPENSATION OF DIRECTORS

      Unless otherwise restricted by the certificate of incorporation or these
by-laws, the board of directors shall have the authority to fix the compensation
of directors. The directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Any
member of a special or standing committee may be allowed like compensation for
attending committee meetings.

SECTION 14 - REMOVAL OF DIRECTORS

      Unless otherwise restricted by the certificate of incorporation or these
by-laws, any director or the entire board of directors may be removed, with or
without cause, by the holders of a majority of shares entitled to vote at an
election of directors.



                              ARTICLE IV - NOTICES

SECTION 1 - NOTICES

      Whenever, under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by telegram.

SECTION 2 - WAIVER OF NOTICE

      Whenever any notice is required to be given under the provisions of the
statutes or of the certificate of incorporation or of these by-laws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.

                              ARTICLE V - OFFICERS

SECTION 1 - OFFICERS

      The officers of the corporation shall be chosen by the board of directors
and shall consist of a chairman of the board, a president, a secretary and a
treasurer. The board of directors may also choose one or more vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.

SECTION 2 - ELECTION

      The board of directors at its first meeting after each annual meeting of
the stockholders shall choose the officers of the corporation.

SECTION 3 - SUBORDINATE OFFICERS

      The board of directors may appoint such other officers and agents as it
shall deem necessary, each of whom shall hold office for such terms and shall
exercise such powers and perform such duties as the board of directors may from
time to time determine.

SECTION 4 - REMOVAL OF OFFICERS

      The officers of the corporation shall hold office until their successors
are chosen and have been qualified. Any officer may be removed, either with or
without cause, by a majority of the directors at the time in office. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.



SECTION 5 - CHAIRMAN OF THE BOARD

      The chairman of the board, if there shall be such an officer, shall, if
present, preside at all meetings of the stockholders and the board of directors
and exercise and perform all such other powers and duties as may from time to
time be assigned to him by the board of directors or prescribed by the by-laws.

SECTION 6 - PRESIDENT

      The president shall have general and active management of the business of
the corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect. The president shall preside at all meetings
of the stockholders and the board of directors, if there is no regular appointed
chairman of the board or if such chairman is absent. The president shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation. The president may appoint one or more vice presidents and shall
designate such powers and duties of any such appointed vice presidents.

SECTION 7 - VICE PRESIDENTS

      In the absence of the president or in the event of his inability or
refusal to act, the vice presidents in order of their rank as fixed by the board
of directors or, if not ranked, the vice president so designated by the board of
directors shall perform all the duties of the president and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the
president. Each vice president shall have such other powers and shall perform
such other duties as from time to time may be prescribed for him by the board of
directors, the bylaws, or the president.

SECTION 8 - SECRETARY

      The secretary shall attend all meetings of the board of directors and all
meetings of the stockholders and record all the proceedings of the meetings of
the corporation and of the board of directors in a book to be kept for that
purpose and shall perform like duties for the standing committees when required.
The secretary shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the board of directors, and shall perform
such other duties as may be prescribed by the board of directors or the
president. The secretary shall have custody of the corporate seal of the
corporation and shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his or her signature.
The board of directors may give general authority to any other officer to affix
the seal of the corporation and to attest the affixing by his signature.

SECTION 9 - ASSISTANT SECRETARIES



      The assistant secretaries in order of their rank as fixed by the board of
directors or, if not ranked, the assistant secretary designated by the board of
directors shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
secretary and perform such other duties and have such other powers as the board
of directors may from time to time prescribe.

SECTION 10 - TREASURER

      The treasurer shall have custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation.

      The treasurer shall deposit all moneys and other valuables in the name and
to the credit of the corporation with such depositaries as may be designated by
the board of directors. He shall be responsible for the proper disbursement of
the funds of the corporation and shall render to the president and the board of
directors, at its regular meetings, or when the board of directors so requires,
an account of all of his transactions as treasurer and of the financial
condition of the corporation. If required by the board of directors, the
treasurer shall give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be satisfactory to
the board of directors for the faithful performance of the duties of the office
and for the restoration to the corporation, in case of death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in the treasurer's possessions or under his or
her control belonging to the corporation.

SECTION 11 - ASSISTANT TREASURERS

      In the absence of or inability or refusal to act of the treasurer, the
assistant treasurers in order of their rank or, if not ranked, the assistant
treasurer designated by the board of directors shall perform all the duties of
the treasurer and, when so acting, shall have the powers of and be subject to
all the restrictions upon the treasurer. Each assistant treasurer shall have
such other powers and perform such other duties as from time to time may be
prescribed for him by the board of directors or the by-laws.

                          ARTICLE VI - SHARES OF STOCK

SECTION 1 - SHARE CERTIFICATES

      The shares of the corporation shall be represented by a stock certificate.

      If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue



to represent such class or series of stock, a statement that the corporation
will furnish without charge to each stock holder who so requests the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

      Any of or all the signatures on a certificate may be facsimile. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue. Certificates shall be signed
by the chairman or vice chairman of the board or the president or a vice
president, and by the treasurer or an assistant treasurer or the secretary or
any assistant secretary of the corporation.

SECTION 2 - LOST CERTIFICATES

      The holder of any shares of stock of the corporation shall immediately
notify the corporation of any loss or destruction of the certificate therefor,
and the corporation may issue a new certificate in the place of any certificate
theretofore issued by it alleged to have been lost, stolen or destroyed, upon
approval of the board of directors. The board may, in its discretion, as a
condition precedent to the issuance of such new certificate, require the owner
of such lost, stolen or destroyed certificate, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

SECTION 3 - TRANSFER OF SHARES

      Upon the surrender to the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

SECTION 4 - FIXING RECORD DATE

      In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the board of directors may fix, in advance, a record date, which shall not be
more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.



SECTION 5 - REGISTERED STOCKHOLDERS

      The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the, owner of shares to receive dividends, and
to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.

                        ARTICLE VII - GENERAL PROVISIONS

SECTION 1 - DIVIDENDS

      Dividends upon the capital stock of the corporation, subject to the
provisions of the certificate of incorporation, if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the certificate of incorporation.

      Before payment of any dividend, there may be set aside out of any funds of
the corporation available for dividends such sum or sums as the directors from
time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.

SECTION 2 - ANNUAL STATEMENT

      The board of directors shall present at each annual meeting, and at any
special meeting of the stockholders when called for by vote of the stockholders,
a full and clear statement of the business condition of the corporation.

SECTION 3 - CHECKS

      All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the board
of directors may from time to time designate.

SECTION 4 - FISCAL YEAR

      The fiscal year of the corporation shall be fixed by resolution of the
board of directors.

SECTION 5 - SEAL



      The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, reproduced or otherwise attached to the document to which it
relates.

SECTION 6 - STATE OF ALASKA REQUIREMENTS

      The Corporation shall at all times maintain a currently registered civil
engineer who shall be designated in responsible charge of all civil engineering
performed by the corporation, and shall further at all times maintain a
currently registered electrical engineer who shall be designated in responsible
charge of all electrical engineering performed by the corporation and shall
further at all times maintain a currently registered architect who shall be
designated in responsible charge of all architectural work performed by the
corporation. Such Alaskan registrants shall have full authority with regard to
all professional decisions and projects in their respective fields and/or
branches.

EX-4.13

                                                                    EXHIBIT 4.13

                           AMENDED AND RESTATED BYLAWS
                                       OF
                               URS HOLDINGS, INC.

                             A Delaware Corporation
                 (Amended and Restated as of September 9, 2004)

           (formerly Dames and Moore Group and Dames and Moore, Inc.)

                                     ------

                                    ARTICLE I

                                     OFFICES

      SECTION 1. REGISTERED OFFICE. The registered office of the corporation in
the State of Delaware shall be in the City of Wilmington, County of New Castle.
(Del. Code Ann., tit. 8, Section 131)

      SECTION 2. OTHER OFFICES. The corporation shall also have and maintain an
office or principal place of business at such place as may be fixed by the Board
of Directors, and may also have offices at such other places, both within and
without the State of Delaware as the Board of Directors may from time to time
determine or the business of the corporation may require. (Del. Code Ann., tit.
8, Section 122(8))

                                   ARTICLE II

                                 CORPORATE SEAL

      SECTION 3. CORPORATE SEAL. The corporate seal shall consist of a die
bearing the name of the corporation and the inscription, "Corporate
Seal-Delaware." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise. (Del. Code Ann., tit. 8,
Section 122(3))

                                   ARTICLE III

                             STOCKHOLDERS' MEETINGS

      SECTION 4. PLACE OF MEETINGS. Meetings of the stockholders of the
corporation shall be held at such place, either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors, or,
if not so designated,



then at the office of the corporation required to be maintained pursuant to
Section 2 hereof. (Del. Code Ann., tit. 8, Section 211(a))

      SECTION 5. ANNUAL MEETING.

            (A) The annual meeting of the stockholders of the corporation, for
the purpose of election of directors and for such other business as may lawfully
come before it, shall be held on such date and at such time as may be designated
from time to time by the Board of Directors. (Del. Code Ann., tit. 8,Section
211(b))

            (B) At an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be: (A) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (B) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (C) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not later than the close of
business on the sixtieth (60th) day nor earlier than the close of business on
the ninetieth (90th) day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the stockholder to be timely must be
so received not earlier than the close of business on the ninetieth (90th) day
prior to such annual meeting and not later than the close of business on the
later of the sixtieth (60th) day prior to such annual meeting or, in the event
public announcement of the date of such annual meeting is first made by the
corporation fewer than seventy (70) days prior to the date of such annual
meeting, the close of business on the tenth (10th) day following the day on
which public announcement of the date of such meeting is first made by the
corporation. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and address, as they appear on the corporation's books, of the stockholder
proposing such business, (iii) the class and number of shares of the corporation
which are beneficially owned by the stockholder, (iv) any material interest of
the stockholder in such business and (v) any other information that is required
to be provided by the stockholder pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as
a proponent to a stockholder proposal. Notwithstanding the foregoing, in order
to include information with respect to a stockholder proposal in the proxy
statement and form of proxy for a stockholder's meeting, stockholders must
provide notice as required by the regulations promulgated under the 1934 Act.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this paragraph (b). The chairman of the annual meeting shall, if the
facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this paragraph (b), and, if he should so determine, he shall so declare at the
meeting that any such business



not properly brought before the meeting shall not be transacted. (Del. Code
Ann., tit. 8: Section 211(b))

            (C) Only persons who are nominated in accordance with the procedures
set forth in this paragraph (c) shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the corporation
may be made at a meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder of the corporation entitled to vote in the
election of directors at the meeting who complies with the notice procedures set
forth in this paragraph (c). Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the corporation in accordance with the provisions
of paragraph (b) of this Section 5. Such stockholder's notice shall set forth
(i) as to each person, if any, whom the stockholder proposes to nominate for
election or re-election as a director: (A) the name, age, business address and
residence address of such person, (B) the principal occupation or employment of
such person, (C) the class and number of shares of the corporation which are
beneficially owned by such person, (D) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to
be made by the stockholder, and (E) any other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to Regulation 14A
under the 1934 Act (including without limitation such person's written consent
to being named in the proxy statement, if any, as a nominee and to serving as a
director if elected); and (ii) as to such stockholder giving notice, the
information required to be provided pursuant to paragraph (b) of this Section 5.
At the request of the Board of Directors, any person nominated by a stockholder
for election as a director shall furnish to the Secretary of the corporation
that information required to be set forth in the stockholder's notice of
nomination which pertains to the nominee. No person shall be eligible for
election as a director of the corporation unless nominated in accordance with
the procedures set forth in this paragraph (c). The chairman of the meeting
shall, if the facts warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
Bylaws, and if he should so determine, he shall so declare at the meeting, and
the defective nomination shall be disregarded. (Del. Code Ann., tit. 8, Sections
212, 214).

            (D) For purposes of this Section 5, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

      SECTION 6. SPECIAL MEETINGS.

            (A) Special meetings of the stockholders of the corporation may be
called, for any purpose or purposes, by (i) the Chairman of the Board of
Directors, (ii) the Chief Executive Officer, (iii) the Board of Directors
pursuant to a resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board of
Directors for adoption) or (iv) by the holders of shares entitled to cast not
less than ten



percent (10%) of the votes at the meeting, and shall be held at such place, on
such date, and at such time as the Board of Directors, shall fix.

            (B) If a special meeting is called by any person or persons other
than the Board of Directors, the request shall be in writing, specifying the
general nature of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other facsimile
transmission to the Chairman of the Board of Directors, the Chief Executive
Officer, or the Secretary of the corporation. No business may be transacted at
such special meeting otherwise than specified in such notice. The Board of
Directors shall determine the time and place of such special meeting, which
shall be held not less than thirty-five (35) nor more than one hundred twenty
(120) days after the date of the receipt of the request. Upon determination of
the time and place of the meeting, the officer receiving the request shall cause
notice to be given to the stockholders entitled to vote, in accordance with the
provisions of Section 7 of these Bylaws. If the notice is not given within sixty
(60) days after the receipt of the request, the person or persons requesting the
meeting may set the time and place of the meeting and give the notice. Nothing
contained in this paragraph (b) shall be construed as limiting, fixing, or
affecting the time when a meeting of stockholders called by action of the Board
of Directors may be held.

      SECTION 7. NOTICE OF MEETINGS. Except as otherwise provided by law or the
Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting, such
notice to specify the place, date and hour and purpose or purposes of the
meeting. Notice of the time, place and purpose of any meeting of stockholders
may be waived in writing, signed by the person entitled to notice thereof,
either before or after such meeting, and will be waived by any stockholder by
his attendance thereat in person or by proxy, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Any stockholder so waiving notice of such meeting shall be
bound by the proceedings of any such meeting in all respects as if due notice
thereof had been given. (Del. Code Ann., tit. 8, Sections 222, 229)

      SECTION 8. QUORUM. At all meetings of stockholders, except where otherwise
provided by statute or by the Certificate of Incorporation, or by these Bylaws,
the presence, in person or by proxy duly authorized, of the holders of a
majority of the outstanding shares of stock entitled to vote shall constitute a
quorum for the transaction of business. In the absence of a quorum, any meeting
of stockholders may be adjourned, from time to time, either by the chairman of
the meeting or by vote of the holders of a majority of the shares represented
thereat, but no other business shall be transacted at such meeting. The
stockholders present at a duly called or convened meeting, at which a quorum is
present, may continue to transact business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum. Except as
otherwise provided by law, the Certificate of Incorporation or these Bylaws, all
action taken by the holders of a majority of the vote cast, excluding
abstentions, at any meeting at which a quorum is present shall be valid and
binding upon the corporation; provided, however, that directors shall be elected
by a plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of directors. Where a
separate vote by a class or classes or series is required, except where
otherwise provided by the statute or by the



Certificate of Incorporation or these Bylaws, a majority of the outstanding
shares of such class or classes or series, present in person or represented by
proxy, shall constitute a quorum entitled to take action with respect to that
vote on that matter and, except where otherwise provided by the statute or by
the Certificate of Incorporation or these Bylaws, the affirmative vote of the
majority (plurality, in the case of the election of directors) of the votes
cast, including abstentions, by the holders of shares of such class or classes
or series shall be the act of such class or classes or series. (Del. Code Ann.,
tit. 8, Section 216)

      SECTION 9. ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any meeting of
stockholders, whether annual or special, may be adjourned from time to time
either by the chairman of the meeting or by the vote of a majority of the shares
casting votes, excluding abstentions. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting, the corporation may transact any business which might
have been transacted at the original meeting. If the adjournment is for more
than thirty (30) days or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. (Del. Code Ann., tit. 8,
Section 222(c))

      SECTION 10. VOTING RIGHTS. For the purpose of determining those
stockholders entitled to vote at any meeting of the stockholders, except as
otherwise provided by law, only persons in whose names shares stand on the stock
records of the corporation on the record date, as provided in Section 12 of
these Bylaws, shall be entitled to vote at any meeting of stockholders. Every
person entitled to vote or execute consents shall have the right to do so either
in person or by an agent or agents authorized by a proxy granted in accordance
with Delaware law. An agent so appointed need not be a stockholder. No proxy
shall be voted after three (3) years from its date of creation unless the proxy
provides for a longer period. (Del. Code Ann., tit. 8,Sections 211(e), 212(b))

      SECTION 11. JOINT OWNERS OF STOCK. If shares or other securities having
voting power stand of record in the names of two (2) or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two (2) or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect: (a) if only
one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the
majority so voting binds all; (c) if more than one (1) votes, but the vote is
evenly split on any particular matter, each faction may vote the securities in
question proportionally, or may apply to the Delaware Court of Chancery for
relief as provided in the General Corporation Law of Delaware, Section 217(b).
If the instrument filed with the Secretary shows that any such tenancy is held
in unequal interests, a majority or even-split for the purpose of subsection (c)
shall be a majority or even-split in interest. (Del. Code Ann., tit. 8, Section
217(b))

      SECTION 12. LIST OF STOCKHOLDERS. The Secretary shall prepare and make, at
least ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list



shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting, or,
if not specified, at the place where the meeting is to be held. The list shall
be produced and kept at the time and place of meeting during the whole time
thereof and may be inspected by any stockholder who is present. (Del. Code Ann.,
tit. 8, Section 219(a))

      SECTION 13. ACTION WITHOUT MEETING.

            (A) Unless otherwise provided in the Certificate of Incorporation,
any action required by statute to be taken at any annual or special meeting of
the stockholders, or any action which may be taken at any annual or special
meeting of the stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.

            (B) Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the earliest dated consent delivered to the corporation in the manner herein
required, written consents signed by a sufficient number of stockholders to take
action are delivered to the corporation by delivery to its registered office in
the State of Delaware, its principal place of business or an officer or agent of
the corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to a corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
(Del. Code Ann., tit. 8,Section 228)

            (C) Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. If the action which is consented
to is such as would have required the filing of a certificate under any section
of the General Corporation Law of the State of Delaware if such action had been
voted on by stockholders at a meeting thereof, then the certificate filed under
such section shall state, in lieu of any statement required by such section
concerning any vote of stockholders, that written notice and written consent
have been given as provided in Section 228 of the General Corporation Law of
Delaware.

      SECTION 14. ORGANIZATION.

            (A) At every meeting of stockholders, the Chairman of the Board of
Directors, or, if a Chairman has not been appointed or is absent, the President,
or, if the President is absent, a chairman of the meeting chosen by a majority
in interest of the stockholders entitled to vote, present in person or by proxy,
shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary
directed to do so by the President, shall act as secretary of the meeting.

            (B) The Board of Directors of the corporation shall be entitled to
make such rules or regulations for the conduct of meetings of stockholders as it
shall deem necessary,



appropriate or convenient. Subject to such rules and regulations of the Board of
Directors, if any, the chairman of the meeting shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are necessary, appropriate or
convenient for the proper conduct of the meeting, including, without limitation,
establishing an agenda or order of business for the meeting, rules and
procedures for maintaining order at the meeting and the safety of those present,
limitations on participation in such meeting to stockholders of record of the
corporation and their duly authorized and constituted proxies and such other
persons as the chairman shall permit, restrictions on entry to the meeting after
the time fixed for the commencement thereof, limitations on the time allotted to
questions or comments by participants and regulation of the opening and closing
of the polls for balloting on matters which are to be voted on by ballot. Unless
and to the extent determined by the Board of Directors or the chairman of the
meeting, meetings of stockholders shall not be required to be held in accordance
with rules of parliamentary procedure.

                                   ARTICLE IV

                                    DIRECTORS

      SECTION 15. NUMBER AND TERM OF OFFICE. The authorized number of directors
shall be determined from time to time by resolution of the Board of Directors,
provided that the Board of Directors shall consist of at least one member.
Directors need not be stockholders unless so required by the Certificate of
Incorporation. If for any cause, the directors shall not have been elected at an
annual meeting, they may be elected as soon thereafter as convenient at a
special meeting of the stockholders called for that purpose in the manner
provided in these Bylaws. (Del. Code Ann., tit. 8,Sections 141(b), 211(b), (c))

      SECTION 16. POWERS. The powers of the corporation shall be exercised, its
business conducted and its property controlled by the Board of Directors, except
as may be otherwise provided by statute or by the Certificate of Incorporation.
(Del. Code Ann., tit. 8,Section 141(a))

      SECTION 17. TERM OF DIRECTORS. Subject to the rights of the holders of any
series of Preferred Stock to elect additional directors under specified
circumstances, directors shall be elected at each annual meeting of stockholders
for a term of one year., Each director shall serve until his successor is duly
elected and qualified or until his death, resignation or removal. No decrease in
the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.

      SECTION 18. VACANCIES. Unless otherwise provided in the Certificate of
Incorporation, any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes and any newly created
directorships resulting from any increase in the number of directors, shall
unless the Board of Directors determines by resolution that any such vacancies
or newly created directorships shall be filled by stockholders, be filled only
by the affirmative vote of a majority of the directors then in office, even
though less than a quorum of the Board of Directors. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term



of the director for which the vacancy was created or occurred and until such
director's successor shall have been elected and qualified. A vacancy in the
Board of Directors shall be deemed to exist under this Bylaw in the case of the
death, removal or resignation of any director. (Del. Code Ann., tit. 8, Section
223(a), (b))

      SECTION 19. RESIGNATION. Any director may resign at any time by delivering
his written resignation to the Secretary, such resignation to specify whether it
will be effective at a particular time, upon receipt by the Secretary or at the
pleasure of the Board of Directors. If no such specification is made, it shall
be deemed effective at the pleasure of the Board of Directors. When one or more
directors shall resign from the Board of Directors, effective at a future date,
a majority of the directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and
each Director so chosen shall hold office for the unexpired portion of the term
of the Director whose place shall be vacated and until his successor shall have
been duly elected and qualified. (Del. Code Ann., tit. 8,Sections 141(b),
223(d))

      SECTION 20. REMOVAL. Subject to the rights of the holders of any series of
Preferred Stock, no director shall be removed without cause. Subject to any
imitations imposed by law, the Board of Directors or any individual director may
be removed from office at any time with cause by the affirmative vote of the
holders of a majority of the voting power of all the then-outstanding shares of
voting stock of the corporation, entitled to vote at an election of directors
(the "Voting Stock").

      SECTION 21. MEETINGS.

            (A) Annual Meetings. The annual meeting of the Board of Directors
shall be held immediately before or after the annual meeting of stockholders and
at the place where such meeting is held. No notice of an annual meeting of the
Board of Directors shall be necessary and such meeting shall be held for the
purpose of electing officers and transacting such other business as may lawfully
come before it.

            (B) Regular Meetings. Except as hereinafter otherwise provided,
regular meetings of the Board of Directors shall be held in the office of the
corporation required to be maintained pursuant to Section 2 hereof. Unless
otherwise restricted by the Certificate of Incorporation, regular meetings of
the Board of Directors may also be held at any place within or without the State
of Delaware which has been designated by resolution of the Board of Directors or
the written consent of all directors. (Del. Code Ann., tit. 8,Section 141(g))

            (C) Special Meetings. Unless otherwise restricted by the Certificate
of Incorporation, special meetings of the Board of Directors may be held at any
time and place within or without the State of Delaware whenever called by the
Chairman of the Board, the President or any two of the directors (Del. Code
Ann., tit. 8,Section 141(g))

            (D) Telephone Meetings. Any member of the Board of Directors, or of
any committee thereof, may participate in a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can



hear each other, and participation in a meeting by such means shall constitute
presence in person at such meeting. (Del. Code Ann., tit. 8,Section 141(i))

            (E) Notice of Meetings. Notice of the time and place of all special
meetings of the Board of Directors shall be given orally or in writing, by
telephone, facsimile, telegraph or telex, during normal business hours, at least
forty-eight (48) hours before the date and time of the meeting, or sent in
writing to each director by first class mail, charges prepaid, at least three
(3) days before the date of the meeting. Notice of any meeting may be waived in
writing at any time before or after the meeting and will be waived by any
director by attendance thereat, except when the director attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. (Del. Code Ann., tit. 8, Section 229)

            (F) Waiver of Notice. The transaction of all business at any meeting
of the Board of Directors, or any committee thereof, however called or noticed,
or wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present and if, either before or after
the meeting, each of the directors not present shall sign a written waiver of
notice. All such waivers shall be filed with the corporate records or made a
part of the minutes of the meeting. (Del. Code Ann., tit. 8,Section 229)

      SECTION 22. QUORUM AND VOTING.

            (A) Unless the Certificate of Incorporation requires a greater
number and except with respect to indemnification questions arising under
Section 43 hereof, for which a quorum shall be one-third of the exact number of
directors fixed from time to time in accordance with the Certificate of
Incorporation, a quorum of the Board of Directors shall consist of a majority of
the exact number of directors fixed from time to time by the Board of Directors
in accordance with the Certificate of Incorporation; provided, however, that at
any meeting whether a quorum be present or otherwise, a majority of the
directors present may adjourn from time to time until the time fixed for the
next regular meeting of the Board of Directors, without notice other than by
announcement at the meeting. (Del. Code Ann., tit. 8,Section 141(b))

            (B) At each meeting of the Board of Directors at which a quorum is
present, all questions and business shall be determined by the affirmative vote
of a majority of the directors present, unless a different vote be required by
law, the Certificate of Incorporation or these Bylaws. (Del. Code Ann., tit.
8,Section 141(b))

      SECTION 23. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee. (Del. Code Ann., tit. 8,Section 141(f))

      SECTION 24. FEES AND COMPENSATION. Directors shall be entitled to such
compensation for their services as may be approved by the Board of Directors,
including, if so approved, by resolution of the Board of Directors, a fixed sum
and expenses of



attendance, if any, for attendance at each regular or special meeting of the
Board of Directors and at any meeting of a committee of the Board of Directors.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity as an officer, agent, employee, or
otherwise and receiving compensation therefor. (Del. Code Ann., tit. 8,Section
141(h))

      SECTION 25. COMMITTEES.

            (A) Executive Committee. The Board of Directors may by resolution
passed by a majority of the whole Board of Directors appoint an Executive
Committee to consist of one (1) or more members of the Board of Directors. The
Executive Committee, to the extent permitted by law and provided in the
resolution of the Board of Directors shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, including without limitation the power or authority
to declare a dividend, to authorize the issuance of stock and to adopt a
certificate of ownership and merger, and may authorize the seal of the
corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
Certificate of Incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors fix the designations and any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
corporation or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the bylaws of the corporation. (Del.
Code Ann., tit. 8,Section 141(c))

            (B) Other Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, from time to time appoint
such other committees as may be permitted by law. Such other committees
appointed by the Board of Directors shall consist of one (1) or more members of
the Board of Directors and shall have such powers and perform such duties as may
be prescribed by the resolution or resolutions creating such committees, but in
no event shall such committee have the powers denied to the Executive Committee
in these Bylaws. (Del. Code Ann., tit. 8,Section 141(c))

            (C) Term. Each member of a committee of the Board of Directors shall
serve a term on the committee coexistent with such member's term on the Board of
Directors. The Board of Directors, subject to the provisions of subsections (a)
or (b) of this Bylaw may at any time increase or decrease the number of members
of a committee or terminate the existence of a committee. The membership of a
committee member shall terminate on the date of his death or voluntary
resignation from the committee or from the Board of Directors. The Board of
Directors may at any time for any reason remove any individual committee member
and the Board of Directors may fill any committee vacancy created by death,
resignation, removal or increase in the number of members of the committee. The
Board of Directors may designate one or more directors as alternate members of
any



committee, who may replace any absent or disqualified member at any meeting of
the committee, and, in addition, in the absence or disqualification of any
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. (Del. Code Ann.,
tit. 8, Section 141(c))

            (D) Meetings. Unless the Board of Directors shall otherwise provide,
regular meetings of the Executive Committee or any other committee appointed
pursuant to this Section 25 shall be held at such times and places as are
determined by the Board of Directors, or by any such committee, and when notice
thereof has been given to each member of such committee, no further notice of
such regular meetings need be given thereafter. Special meetings of any such
committee may be held at any place which has been determined from time to time
by such committee, and may be called by any director who is a member of such
committee, upon written notice to the members of such committee of the time and
place of such special meeting given in the manner provided for the giving of
written notice to members of the Board of Directors of the time and place of
special meetings of the Board of Directors. Notice of any special meeting of any
committee may be waived in writing at any time before or after the meeting and
will be waived by any director by attendance thereat, except when the director
attends such special meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. A majority of the authorized number of
members of any such committee shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a
quorum is present shall be the act of such committee. (Del. Code Ann., tit.
8,Sections 141(c), 229)

      SECTION 26. ORGANIZATION. At every meeting of the directors, the Chairman
of the Board of Directors, or, if a Chairman has not been appointed or is
absent, the President, or if the President is absent, the most senior Vice
President, or, in the absence of any such officer, a chairman of the meeting
chosen by a majority of the directors present, shall preside over the meeting.
The Secretary, or in his absence, an Assistant Secretary directed to do so by
the President, shall act as secretary of the meeting.

                                    ARTICLE V

                                    OFFICERS

      SECTION 27. OFFICERS DESIGNATED. The officers of the corporation shall
include, if and when designated by the Board of Directors, the Chairman of the
Board of Directors, the Chief Executive Officer, the President, one or more Vice
Presidents, the Secretary, the Chief Financial Officer, the Treasurer, the
Controller, all of whom shall be elected at the annual organizational meeting of
the Board of Directors. The Board of Directors may also appoint one or more
Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such
other officers and agents with such powers and duties as it shall deem
necessary. The Board of Directors may assign such additional titles to one or
more of the



officers as it shall deem appropriate. Any one person may hold any number of
offices of the corporation at any one time unless specifically prohibited
therefrom by law. The salaries and other compensation of the officers of the
corporation shall be fixed by or in the manner designated by the Board of
Directors. (Del. Code Ann., tit. 8,Sections 122(5), 142(a), (b))

      SECTION 28. TENURE AND DUTIES OF OFFICERS.

            (A) General. All officers shall hold office at the pleasure of the
Board of Directors and until their successors shall have been duly elected and
qualified, unless sooner removed. Any officer elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors. If the office
of any officer becomes vacant for any reason, the vacancy may be filled by the
Board of Directors. (Del. Code Ann., tit. 8, Section 141(b), (e))

            (B) Duties of Chairman of the Board of Directors. The Chairman of
the Board of Directors, when present, shall preside at all meetings of the
stockholders and the Board of Directors. The Chairman of the Board of Directors
shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. If there is no President, then the Chairman
of the Board of Directors shall also serve as the Chief Executive Officer of the
corporation and shall have the powers and duties prescribed in paragraph (c) of
this Section 28. (Del. Code Ann., tit. 8, Section 142(a))

            (C) Duties of President. The President shall preside at all meetings
of the stockholders and at all meetings of the Board of Directors, unless the
Chairman of the Board of Directors has been appointed and is present. Unless
some other officer has been elected Chief Executive Officer of the corporation,
the President shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and officers of the corporation. The
President shall perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the Board of
Directors shall designate from time to time. (Del. Code Ann., tit. 8,Section
142(a))

            (D) Duties of Vice Presidents. The Vice Presidents may assume and
perform the duties of the President in the absence or disability of the
President or whenever the office of President is vacant. The Vice Presidents
shall perform other duties commonly incident to their office and shall also
perform such other duties and have such other powers as the Board of Directors
or the President shall designate from time to time. (Del. Code Ann., tit.
8,Section 142(a))

            (E) Duties of Secretary. The Secretary shall attend all meetings of
the stockholders and of the Board of Directors and shall record all acts and
proceedings thereof in the minute book of the corporation. The Secretary shall
give notice in conformity with these Bylaws of all meetings of the stockholders
and of all meetings of the Board of Directors and any committee thereof
requiring notice. The Secretary shall perform all other duties given him in
these Bylaws and other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. The President may direct any Assistant
Secretary to assume and perform the duties of the Secretary in the absence or
disability of the Secretary, and each Assistant Secretary



shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
or the President shall designate from time to time. (Del. Code Ann., tit. 8,
Section 142(a))

            (F) Duties of Chief Financial Officer. The Chief Financial Officer
shall keep or cause to be kept the books of account of the corporation in a
thorough and proper manner and shall render statements of the financial affairs
of the corporation in such form and as often as required by the Board of
Directors or the President. The Chief Financial Officer, subject to the order of
the Board of Directors, shall have the custody of all funds and securities of
the corporation. The Chief Financial Officer shall perform other duties commonly
incident to his office and shall also perform such other duties and have such
other powers as the Board of Directors or the President shall designate from
time to time. The President may direct the Treasurer or any Assistant Treasurer,
or the Controller or any Assistant Controller to assume and perform the duties
of the Chief Financial Officer in the absence or disability of the Chief
Financial Officer, and each Treasurer and Assistant Treasurer and each
Controller and Assistant Controller shall perform other duties commonly incident
to his office and shall also perform such other duties and have such other
powers as the Board of Directors or the President shall designate from time to
time. (Del. Code Ann., tit. 8, Section 142(a))

      SECTION 29. DELEGATION OF AUTHORITY. The Board of Directors may from time
to time delegate the powers or duties of any officer to any other officer or
agent, notwithstanding any provision hereof.

      SECTION 30. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the
Secretary. Any such resignation shall be effective when received by the person
or persons to whom such notice is given, unless a later time is specified
therein, in which event the resignation shall become effective at such later
time. Unless otherwise specified in such notice, the acceptance of any such
resignation shall not be necessary to make it effective. Any resignation shall
be without prejudice to the rights, if any, of the corporation under any
contract with the resigning officer. (Del. Code Ann., tit. 8,Section 142(b))

      SECTION 31. REMOVAL. Any officer may be removed from office at any time,
either with or without cause, by the affirmative vote of a majority of the
directors in office at the time, or by the unanimous written consent of the
directors in office at the time, or by any committee or superior officers upon
whom such power of removal may have been conferred by the Board of Directors.

                                   ARTICLE VI

                  EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
                     OF SECURITIES OWNED BY THE CORPORATION

      SECTION 32. EXECUTION OF CORPORATE INSTRUMENTS. The Board of Directors
may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the corporation
any corporate



instrument or document, or to sign on behalf of the corporation the corporate
name without limitation, or to enter into contracts on behalf of the
corporation, except where otherwise provided by law or these Bylaws, and such
execution or signature shall be binding upon the corporation. (Del. Code Ann.,
tit. 8, Sections 103(a), 142(a), 158)

      Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the corporation, and other corporate instruments or
documents requiring the corporate seal, and certificates of shares of stock
owned by the corporation, shall be executed, signed or endorsed by the Chairman
of the Board of Directors, or the President or any Vice President, and by the
Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All
other instruments and documents requiring the corporate signature, but not
requiring the corporate seal, may be executed as aforesaid or in such other
manner as may be directed by the Board of Directors. (Del. Code Ann., tit. 8,
Sections 103(a), 142(a), 158)

      All checks and drafts drawn on banks or other depositaries on funds to the
credit of the corporation or in special accounts of the corporation shall be
signed by such person or persons as the Board of Directors shall authorize so to
do.

      Unless authorized or ratified by the Board of Directors or within the
agency power of an officer, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount. (Del. Code
Ann., tit. 8, Sections 103(a), 142(a), 158).

      SECTION 33. VOTING OF SECURITIES OWNED BY THE CORPORATION. All stock and
other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by the person authorized so to do by
resolution of the Board of Directors, or, in the absence of such authorization,
by the Chairman of the Board of Directors, the Chief Executive Officer, the
President, or any Vice President. (Del. Code Ann., tit. 8, Section 123)

                                   ARTICLE VII

                                 SHARES OF STOCK

      SECTION 34. FORM AND EXECUTION OF CERTIFICATES. Certificates for the
shares of stock of the corporation shall be in such form as is consistent with
the Certificate of Incorporation and applicable law. Every holder of stock in
the corporation shall be entitled to have a certificate signed by or in the name
of the corporation by the Chairman of the Board of Directors, or the President
or any Vice President and by the Treasurer or Assistant Treasurer or the
Secretary or Assistant Secretary, certifying the number of shares owned by him
in the corporation. Any or all of the signatures on the certificate may be
facsimiles. In case any officer, transfer agent, or registrar who has signed or
whose facsimile



signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue. Each certificate shall state upon the face or
back thereof, in full or in summary, all of the powers, designations,
preferences, and rights, and the limitations or restrictions of the shares
authorized to be issued or shall, except as otherwise required by law, set forth
on the face or back a statement that the corporation will furnish without charge
to each stockholder who so requests the powers, designations, preferences and
relative, participating, optional, or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights. Within a reasonable time after the issuance or
transfer of uncertificated stock, the corporation shall send to the registered
owner thereof a written notice containing the information required to be set
forth or stated on certificates pursuant to this section or otherwise required
by law or with respect to this section a statement that the corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Except as
otherwise expressly provided by law, the rights and obligations of the holders
of certificates representing stock of the same class and series shall be
identical. (Del. Code Ann., tit. 8, Section 158)

      SECTION 35. LOST CERTIFICATES. A new certificate or certificates shall be
issued in place of any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. The corporation may require, as a condition
precedent to the issuance of a new certificate or certificates, the owner of
such lost, stolen, or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require or to
give the corporation a surety bond in such form and amount as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen, or destroyed.
(Del. Code Ann., tit. 8, Section 167)

      SECTION 36. TRANSFERS.

            (A) Transfers of record of shares of stock of the corporation shall
be made only upon its books by the holders thereof, in person or by attorney
duly authorized, and upon the surrender of a properly endorsed certificate or
certificates for a like number of shares. (Del. Code Ann., tit. 8, Section 201,
tit. 6, Section 8- 401(1))

            (B) The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Delaware. (Del. Code Ann., tit. 8,
Section 160 (a))

      SECTION 37. FIXING RECORD DATES.

            (A) In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of



Directors may fix, in advance, a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors, and which record date shall not be more than sixty (60)
nor less than ten (10) days before the date of such meeting. If no record date
is fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given, or
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

            (B) In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date. The Board of
Directors shall promptly, but in all events within 10 days after the date on
which such a request is received, adopt a resolution fixing the record date. If
no record date has been fixed by the Board of Directors within 10 days of the
date on which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the State of Delaware, its
principal place of business or an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.

            (C) In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty (60)
days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. (Del. Code Ann., tit. 8, Section 213)

      SECTION 38. REGISTERED STOCKHOLDERS. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any



equitable or other claim to or interest in such share or shares on the part of
any other person whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware. (Del. Code Ann., tit. 8,
Sections 213(a), 219)

                                  ARTICLE VIII

                       OTHER SECURITIES OF THE CORPORATION

      SECTION 39. EXECUTION OF OTHER SECURITIES. All bonds, debentures and other
corporate securities of the corporation, other than stock certificates (covered
in Section 34), may be signed by the Chairman of the Board of Directors, the
President or any Vice President, or such other person as may be authorized by
the Board of Directors, and the corporate seal impressed thereon or a facsimile
of such seal imprinted thereon and attested by the signature of the Secretary or
an Assistant Secretary, or the Chief Financial Officer or Treasurer or an
Assistant Treasurer; provided, however, that where any such bond, debenture or
other corporate security shall be authenticated by the manual signature, or
where permissible facsimile signature, of a trustee under an indenture pursuant
to which such bond, debenture or other corporate security shall be issued, the
signatures of the persons signing and attesting the corporate seal on such bond,
debenture or other corporate security may be the imprinted facsimile of the
signatures of such persons. Interest coupons appertaining to any such bond,
debenture or other corporate security, authenticated by a trustee as aforesaid,
shall be signed by the Treasurer or an Assistant Treasurer of the corporation or
such other person as may be authorized by the Board of Directors, or bear
imprinted thereon the facsimile signature of such person. In case any officer
who shall have signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon or on any such
interest coupon, shall have ceased to be such officer before the bond, debenture
or other corporate security so signed or attested shall have been delivered,
such bond, debenture or other corporate security nevertheless may be adopted by
the corporation and issued and delivered as though the person who signed the
same or whose facsimile signature shall have been used thereon had not ceased to
be such officer of the corporation.

                                   ARTICLE IX

                                    DIVIDENDS

      SECTION 40. DECLARATION OF DIVIDENDS. Dividends upon the capital stock of
the corporation, subject to the provisions of the Certificate of Incorporation,
if any, may be declared by the Board of Directors pursuant to law at any regular
or special meeting. Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of the Certificate of
Incorporation. (Del. Code Ann., tit. 8,Section Section 170, 173)

      SECTION 41. DIVIDEND RESERVE. Before payment of any dividend, there may be
set aside out of any funds of the corporation available for dividends such sum
or sums as the



Board of Directors from time to time, in their absolute discretion, think proper
as a reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or for such other
purpose as the Board of Directors shall think conducive to the interests of the
corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created. (Del. Code Ann., tit. 8,Section 171)

                                    ARTICLE X

                                   FISCAL YEAR

      SECTION 42. FISCAL YEAR. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

                                   ARTICLE XI

                                 INDEMNIFICATION

      SECTION 43. INDEMNIFICATION OF DIRECTORS, EXECUTIVE OFFICERS, OTHER

                  OFFICERS, EMPLOYEES AND OTHER AGENTS.

            (A) Directors and Executive Officers. The corporation shall
indemnify its directors and executive officers (for the purposes of this Article
XI, "executive officers shall have the meaning defined in Rule 3b-7 promulgated
under the 1934 Act) to the fullest extent not prohibited by the Delaware General
Corporation Law; provided, however, that the corporation may modify the extent
of such indemnification by individual contracts with its directors and executive
officers; and, provided, further, that the corporation shall not be required to
indemnify any director or executive officer in connection with any proceeding
(or part thereof) initiated by such person unless (i) such indemnification is
expressly required to be made by law, (ii) the proceeding was authorized by the
Board of Directors of the corporation, (iii) such indemnification is provided by
the corporation, in its sole discretion, pursuant to the powers vested in the
corporation under the Delaware General Corporation Law or (iv) such
indemnification is required to be made under subsection (d).

            (b) Employees and Other Agents. The corporation shall have power to
indemnify its officers, employees and other agents as set forth in the Delaware
General Corporation Law.

            (C) Expenses. The corporation shall advance to any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or executive
officer, of the corporation, or is or was serving at the request of the
corporation as a director or executive officer of another corporation,
partnership, joint venture, trust or other enterprise, prior to the final
disposition of the proceeding, promptly following request therefor, all expenses
incurred by any director or executive officer in connection with such proceeding
upon receipt of an undertaking by or



on behalf of such person to repay said amounts if it should be determined
ultimately that such person is not entitled to be indemnified under this Bylaw
or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph
(e) of this Bylaw, no advance shall be made by the corporation to an executive
officer of the corporation (except by reason of the fact that such executive
officer is or was a director of the corporation in which event this paragraph
shall not apply) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably and promptly
made (i) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the proceeding, or (ii) if such quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, that the facts known
to the decision-making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to the best interests of the
corporation.

            (D) Enforcement. Without the necessity of entering into an express
contract, all rights to indemnification and advances to directors and executive
officers under this Bylaw shall be deemed to be contractual rights and be
effective to the same extent and as if provided for in a contract between the
corporation and the director or executive officer. Any right to indemnification
or advances granted by this Bylaw to a director or executive officer shall be
enforceable by or on behalf of the person holding such right in any court of
competent jurisdiction if (i) the claim for indemnification or advances is
denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor. The claimant in such enforcement action,
if successful in whole or in part, shall be entitled to be paid also the expense
of prosecuting his claim. In connection with any claim for indemnification, the
corporation shall be entitled to raise as a defense to any such action that the
claimant has not met the standards of conduct that make it permissible under the
Delaware General Corporation Law for the corporation to indemnify the claimant
for the amount claimed. In connection with any claim by an executive officer of
the corporation (except in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
executive officer is or was a director of the corporation) for advances, the
corporation shall be entitled to raise a defense as to any such action clear and
convincing evidence that such person acted in bad faith or in a manner that such
person did not believe to be in or not opposed to the best interests of the
corporation, or with respect to any criminal action or proceeding that such
person acted without reasonable cause to believe that his conduct was lawful.
Neither the failure of the corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the corporation (including its Board of Directors, independent
legal counsel or its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that claimant has not met the applicable standard of conduct.

            (E) Non-Exclusivity of Rights. The rights conferred on any person by
this Bylaw shall not be exclusive of any other right which such person may have
or hereafter acquire



under any statute, provision of the Certificate of Incorporation, Bylaws,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding office. The corporation is specifically authorized to enter into
individual contracts with any or all of its directors, officers, employees or
agents respecting indemnification and advances, to the fullest extent not
prohibited by the Delaware General Corporation Law.

            (F) Survival of Rights. The rights conferred on any person by this
Bylaw shall continue as to a person who has ceased to be a director, officer,
employee or other agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.

            (G) Insurance. To the fullest extent permitted by the Delaware
General Corporation Law, the corporation, upon approval by the Board of
Directors, may purchase insurance on behalf of any person required or permitted
to be indemnified pursuant to this Bylaw.

            (H) Amendments. Any repeal or modification of this Bylaw shall only
be prospective and shall not affect the rights under this Bylaw in effect at the
time of the alleged occurrence of any action or omission to act that is the
cause of any proceeding against any agent of the corporation.

            (I) Saving Clause. If this Bylaw or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and executive officer to
the full extent not prohibited by any applicable portion of this Bylaw that
shall not have been invalidated, or by any other applicable law.

            (J) Certain Definitions. For the purposes of this Bylaw, the
following definitions shall apply:

                  (I) The term "proceeding" shall be broadly construed and shall
include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

                  (II) The term "expenses" shall be broadly construed and shall
include, without limitation, court costs, attorneys' fees, witness fees, fines,
amounts paid in settlement or judgment and any other costs and expenses of any
nature or kind incurred in connection with any proceeding.

                  (III) The term the "corporation" shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Bylaw with respect to



the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

                  (IV) References to a "director," "executive officer,"
"officer," "employee," or "agent" of the corporation shall include, without
limitation, situations where such person is serving at the request of the
corporation as, respectively, a director, executive officer, officer, employee,
trustee or agent of another corporation, partnership, joint venture, trust or
other enterprise.

                  (V) References to "other enterprises" shall include employee
benefit plans; references to "fines" shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Bylaw.

                                   ARTICLE XII

                                     NOTICES

      SECTION 44. NOTICES.

            (A) Notice to Stockholders. Whenever, under any provisions of these
Bylaws, notice is required to be given to any stockholder, it shall be given in
writing, timely and duly deposited in the United States mail, postage prepaid,
and addressed to his last known post office address as shown by the stock record
of the corporation or its transfer agent. (Del. Code Ann., tit. 8, Section 222)

            (B) Notice to Directors. Any notice required to be given to any
director may be given by the method stated in subsection (a), or by facsimile,
telex or telegram, except that such notice other than one which is delivered
personally shall be sent to such address as such director shall have filed in
writing with the Secretary, or, in the absence of such filing, to the last known
post office address of such director.

            (C) Affidavit of Mailing. An affidavit of mailing, executed by a
duly authorized and competent employee of the corporation or its transfer agent
appointed with respect to the class of stock affected, specifying the name and
address or the names and addresses of the stockholder or stockholders, or
director or directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall in the absence of fraud, be prima
facie evidence of the facts therein contained. (Del. Code Ann., tit. 8, Section
222)

            (D) Time Notices Deemed Given. All notices given by mail, as above
provided, shall be deemed to have been given as at the time of mailing, and all
notices given by facsimile,


telex or telegram shall be deemed to have been given as of the sending time
recorded at time of transmission.

            (E) Methods of Notice. It shall not be necessary that the same
method of giving notice be employed in respect of all directors, but one
permissible method may be employed in respect of any one or more, and any other
permissible method or methods may be employed in respect of any other or others.

            (F) Failure to Receive Notice. The period or limitation of time
within which any stockholder may exercise any option or right, or enjoy any
privilege or benefit, or be required to act, or within which any director may
exercise any power or right, or enjoy any privilege, pursuant to any notice sent
him in the manner above provided, shall not be affected or extended in any
manner by the failure of such stockholder or such director to receive such
notice.

            (G) Notice to Person with Whom Communication Is Unlawful. Whenever
notice is required to be given, under any provision of law or of the Certificate
of Incorporation or Bylaws of the corporation, to any person with whom
communication is unlawful, the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person. Any action or
meeting which shall be taken or held without notice to any such person with whom
communication is unlawful shall have the same force and effect as if such notice
had been duly given. In the event that the action taken by the corporation is
such as to require the filing of a certificate under any provision of the
Delaware General Corporation Law, the certificate shall state, if such is the
fact and if notice is required, that notice was given to all persons entitled to
receive notice except such persons with whom communication is unlawful.

            (H) Notice to Person with Undeliverable Address. Whenever notice is
required to be given, under any provision of law or the Certificate of
Incorporation or Bylaws of the corporation, to any stockholder to whom (i)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting to such person during the
period between such two consecutive annual meetings, or (ii) all, and at least
two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve-month period, have been mailed addressed to such
person at his address as shown on the records of the corporation and have been
returned undeliverable, the giving of such notice to such person shall not be
required. Any action or meeting which shall be taken or held without notice to
such person shall have the same force and effect as if such notice had been duly
given. If any such person shall deliver to the corporation a written notice
setting forth his then current address, the requirement that notice be given to
such person shall be reinstated. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate need not
state that notice was not given to persons to whom notice was not required to be
given pursuant to this paragraph. (Del. Code Ann, tit. 8, Section 230)

                                  ARTICLE XIII



                                   AMENDMENTS

      SECTION 45. AMENDMENTS.

      Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may be
altered or amended or new Bylaws adopted by the affirmative vote of at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the
then-outstanding shares of the Voting Stock. The Board of Directors shall also
have the power to adopt, amend, or repeal Bylaws.

                                   ARTICLE XIV

                                LOANS TO OFFICERS

      SECTION 46. LOANS TO OFFICERS. The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiaries, including any officer or employee who
is a Director of the corporation or its subsidiaries, whenever, in the judgment
of the Board of Directors, such loan, guarantee or assistance may reasonably be
expected to benefit the corporation. The loan, guarantee or other assistance may
be with or without interest and may be unsecured, or secured in such manner as
the Board of Directors shall approve, including, without limitation, a pledge of
shares of stock of the corporation. Nothing in these Bylaws shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute. (Del. Code Ann., tit. 8, Section 143)

                                   ARTICLE XV

                                  MISCELLANEOUS

      SECTION 47. ANNUAL REPORT.

            (A) Subject to the provisions of paragraph (b) of this Bylaw, the
Board of Directors shall cause an annual report to be sent to each stockholder
of the corporation not later than one hundred twenty (120) days after the close
of the corporation's fiscal year. Such report shall include a balance sheet as
of the end of such fiscal year and an income statement and statement of changes
in financial position for such fiscal year, accompanied by any report thereon of
independent accounts or, if there is no such report, the certificate of an
authorized officer of the corporation that such statements were prepared without
audit from the books and records of the corporation. When there are more than
100 stockholders of record of the corporation's shares, as determined by Section
605 of the California Corporations Code, additional information as required by
Section 1501(b) of the California Corporations Code shall also be contained in
such report, provided that if the corporation has a class of securities
registered under Section 12 of the 1934 Act, that Act shall take precedence.
Such report shall be sent to stockholders at least fifteen (15) days prior to
the next annual meeting of stockholders after the end of the fiscal year to
which it relates.



            (B) If and so long as there are fewer than 100 holders of record of
the corporation's shares, the requirement of sending of an annual report to the
stockholders of the corporation is hereby expressly waived.

EX-4.14

                                                                    EXHIBIT 4.14

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                             URS INTERNATIONAL, INC.

             (Formerly known as WOODWARD-CLYDE INTERNATIONAL, INC.)

                             A Delaware Corporation
                 (Amended and Restated as of September 9, 2004)

                                    ARTICLE I
                                     OFFICES

      1.1 Registered Office. The registered office shall be in the City of
Wilmington, County of New Castle, State of New Castle, State of Delaware.

      1.2 Other Offices. The corporation may also have offices at such other
places both within and without the State of Delaware as the board of directors
may from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

      2.1 Place of Meetings. All meetings of stockholders for the election of
directors shall be held in the City of Wilmington, State of Delaware, or at any
other place as may be fixed from time to time by the board of directors, or at
such other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of meeting. Meetings of stockholders for any other purpose may be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

      2.2 Annual Meetings. The annual meetings of stockholders, commencing with
the year 1991, shall be held on the first Friday in December of each year at a
time to be decided by the board of directors provided, however, that should said
day fall upon a legal holiday, then any such annual meeting of stockholders
shall be held at the same time and place on the next day thereafter ensuing
which is not a legal holiday, or at such other date and time as shall be
designated from time to time by the board of directors and as stated in the
notice of meeting, at which they shall elect by a plurality vote a board of
directors, and transact such other business as may properly be brought before
the meeting.

      2.3 Notice of Annual Meetings. Written notice of the annual stockholders
meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at the meeting not less than ten (10) or more than
sixty (60) days before the date of the meeting.



      2.4 Stock Ledger. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of the name of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the me and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

      2.5 Special Meetings. Special meetings of the stockholders, may be called
for any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, by the president and shall be called by the
president or secretary at the request in writing of stockholders owning a
majority of the capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

      2.6 Notice of Stockholder Meeting. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. Unless
otherwise provided by law, the certificate of incorporation or these by-laws,
the written notice of any meeting shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting, to each stockholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the mail, such notice shall be deemed to be given when
deposited in the mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the corporation.

      2.7 Business Transacted at a Special Meeting. Business transacted at a
special meeting of the stockholders shall be limited to the purposes stated in
the notice.

      2.8 Voting at Meetings of Stockholders. The holders of stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by
certificate of incorporation. If however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice if the time and place are
announced at the meeting at which adjournment is taken, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

      2.9 Quorum. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall



decide any question brought before such meeting, unless the question is one upon
which by express provision of the statutes or of the certificate of
incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question.

      2.10 Cumulative Voting. At all elections of directors of the corporation,
or at elections held under specified circumstances, each holder of stock or of
any class or classes or of a series thereof shall be entitled to as many votes
as shall equal the number of votes which he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected by him, and that he may cast all of such votes
for a single director or may distribute them among the number to be voted for,
or for any 2 or more of them as he may see fit.

      2.11 Action Without Meeting. Unless otherwise provided in the certificate
of incorporation, any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous consent shall be given
to those stockholders who have not consented in writing.

                                   ARTICLE III
                                    DIRECTORS

      3.1 Number of Directors. The authorized number of directors shall be
determined from time to time by resolution of the board of directors, provided
the board of directors shall consist of at least one member. No reduction of the
authorized number of directors shall have the effect of removing any director
before that director's term of office expires.

      The directors shall be elected at the annual meeting of stockholders,
except as provided in Section 3.2 of this Article, and each director elected
shall hold office until his successor is elected and qualified. Directors need
not be stockholders.

      3.2 Vacancies. Vacancies and newly created directorships resulting from
any increase in authorized number of directors may be filled by a majority of
the directors, then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced.

      If, at the time of filling any vacancy or any newly created directorship,
the directors then in office shall constitute less than a majority of the whole
board (as constituted immediately prior to any such increase), the court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten percent of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be



held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office.

      3.3 Powers. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not prohibited by
statute or by the certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.

      3.4 Place of Meeting. The board of directors of the corporation may hold
meetings, both regular and special, within or without the State of Delaware.

      3.5 Organization Meeting. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

      3.6 Regular Meetings. Regular meetings of the board of directors may be
held without notice at such time and at such place as shall from time to time be
determined by the board.

      3.7 Special Meetings. Special meetings of the board may be called at any
time by the president or any one director on four (4) days notice to each
director given as provided in Article IV Section 4.1 of these by-laws. The
notice must specify the purpose of the meeting and the time, date and place the
meeting is to be held.

      3.8 Quorum. At all meetings of the board, a majority of the authorized
number of directors shall be necessary to constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by statute or by the
certificate of incorporation. If a quorum shall not be present at any meeting of
the board of directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

      3.9 Action Without Meeting. Unless otherwise restricted by the certificate
of incorporation or these by-laws, any action required or permitted to be taken
at any meeting of the board of directors or of any committee thereof may be
taken without a meeting, if all members of the board or committee, as the case
may be, consent thereto in writing, and such writing or writings are to be filed
with the minutes of proceedings of the board or committee.

      3.10 Participation in Meetings. Unless otherwise restricted by the
certificate of incorporation or these by-laws, members of the board of
directors, or any committee designated by the board of directors,may
participate in a meeting of the board of directors,



or any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

      3.11 Committees of Directors. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting or the
committee.

      In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place or any such
absent or disqualified member.

      Any such committee, to the extent provided in the resolution of the board
of directors, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation (except that
a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors
as provided in Section 151(a) of the General Corporation Law of Delaware, fix
any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the corporation or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the corporation), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the by-laws of the corporation; and, unless the resolution or the
certificate of incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock or to adopt a certificate of ownership and merger. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors.

      3.12 Minutes of Meetings. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.

      3.13 Compensation of Directors. Unless otherwise restricted by the
certificate of incorporation or these by-laws the board of directors shall have
the authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the board of directors
and may be paid a fixed sum for attendance at each meeting of the board of
directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Member of a special or standing committees may be allowed
like compensation for attending committee meetings.



      3.14 Removal of Directors. Unless otherwise restricted by the certificate
of incorporation or these by-laws, any director or entire board of directors may
be removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors.

                                   ARTICLE IV
                                     NOTICES

      4.1 Notices. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

      4.2 Waiver of Notice. Whenever any notice is required to be given under
the provisions of the statutes or of the certificate of incorporation or of
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                    ARTICLE V
                                    OFFICERS

      5.1 Officers. The officers of the corporation shall be chosen by the board
of directors and shall be a chairman of the board or a president of both, a
secretary and a treasurer. The board of directors may also choose one or more
vice-presidents, and one or more assistant secretaries and assistant treasurers.
Any number of offices may be held by the same person, unless the certificate of
incorporation or these by-laws otherwise provide.

      5.2 Election. The board of directors at its first meeting after each
annual meeting of the stockholders shall choose the officers of the corporation.

      5.3 Subordinate Officers. The board of directors may appoint such other
officers and agents as it shall deem necessary, each of whom shall hold office
for such terms and shall exercise such powers and perform such duties as the
board of directors may from time to time determine.

      5.4 Salaries of Officers. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.

      5.5 Removal of Officers. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer may be removed,
either with or without cause, by a majority of the directors at the time in
office. Any vacancy occurring in any office of the corporation shall be filled
by the board by directors.



      5.6 Chairman of the Board. The chairman of the board, if there shall be
such an officer, shall, if present, preside at all meetings of the stockholders
and the board of directors and exercise and perform all such other powers and
duties as may from time to time be assigned to him by the board of directors or
prescribed by the by-laws.

      5.7 President. The president shall have general and active management of
the business of the corporation, and shall see that all orders and resolutions
of the board of directors are carried into effect. The president shall preside
at all meetings of stockholders and the board of directors, if there is no
regular appointed chairman of the board or if such chairman is absent. The
president shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the board of directors to some other
officer or agent of the corporation.

      5.8 Vice Presidents. In the absence of the president or in the event of
his inability or refusal to act, the vice presidents in order of their rank as
fixed by the board of directors or, if not ranked, the vice president designated
by the board of directors shall perform all the duties of the president and,
when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. Each vice president shall have such other
powers and shall perform such other duties as from time to time may be
prescribed for him by the board of directors or the bylaws.

      5.9 Secretary. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
or the president. The secretary shall have custody of the corporate seal of the
corporation and shall have authority to affix the same to any instrument
requiring it and when so affixed, it any be attested by his or her signature.
The board of directors may give general authority to any other officer to affix
the seal of the corporation and to attest the affixing by his signature.

      5.10 Assistant Secretaries. The assistant secretaries in order of their
rank as fixed by the board of directors or, if not ranked, the assistant
secretary designated by the board or directors shall, in the absence of the
secretary or in the event of his inability or refusal to act, perform the duties
and exercise the powers of the secretary and perform such other duties and have
such other powers as the board of directors may from time to time prescribe.

      5.11 Treasurer. The treasurer shall have custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation.

      The treasurer shall deposit all moneys and other valuables in the name and
to the credit of the corporation with such depositaries as may be designated by
the board of directors. He shall be responsible for the proper disbursement of
the funds of the corporation and shall render to the president and the board of
directors, at its regular



meetings, or when the board of directors so requires, an account of all of his
transactions as treasurer and of the financial condition of the corporation. If
required by the board of directors, the treasurer shall give the corporation a
bond (which shall be renewed every six years) in such sum and with such surety
or sureties as shall be satisfactory to the board of directors for the faithful
performance of the duties of the office and for the restoration to the
corporation, in case of death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind
belonging to the corporation in the treasurer's possession or under his or her
control.

      5.12 Assistant Treasurers. In the absence of or inability of refusal to
act of the treasurer, the assistant treasurers in order of their rank or, if not
ranked, the assistant treasurer designated by the board of directors shall
perform all the duties of the treasurer and, when so acting, shall have the
powers of and be subject to all the restrictions upon the treasurer. Each
assistant treasurer shall have such other powers and perform such other duties
as from time to time may be prescribed for him by the board of directors or the
by-laws.

                                   ARTICLE VI
                                 SHARES OF STOCK

      6.1 Share Certificates. The shares of the corporation shall be represented
by a certificate. Certificates shall be signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of directors, or the
president or a vice-president and the treasurer or an assistant treasurer, or
the secretary or an assistant secretary of the corporation.

      Within a reasonable time after the issuance or transfer of uncertificated
stock, the corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General
Corporation Law of Delaware or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative participating, optional or other special rights of each
class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

      Any or all of the signatures on a certificate may be facsimile. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it any
be issued by the corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.

      6.2 Lost Certificates. The holder of any shares of stock of the
corporation shall immediately notify the corporation of any loss or destruction
of the certificate therefor, and the corporation may issue new certificate in
the place of any certificate theretofore issued by it alleged to have been lost,
stolen or destroyed, upon approval of the board of directors. The board may, in
its discretion, as a condition precedent to the issuance of such new
certificate, require the owner of such lost, stolen or destroyed certificate, or
his legal



representative, to advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

      6.3 Transfer of Shares. Upon the surrender to the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

      6.4 Fixing Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

      6.5 Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                   ARTICLE VII
                               GENERAL PROVISIONS

      7.1 Dividends. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.

      Before payment of any dividend, there may be set aside out of any funds of
the corporation available for dividends such sum or sums as the directors from
time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.



      7.2 Annual Statement. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by the
stockholders, a full and clear statement of the business and condition of the
corporation.

      7.3 Checks. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or person as
the board of directors may from time to time designate.

      7.4 Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

      7.5 Seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

      7.6 Indemnification. The corporation shall indemnify each of its officers,
directors, employees and agents to the maximum extent permitted by Section 145
of the General Corporation Law of Delaware.

                                  ARTICLE VIII
                                   AMENDMENTS

      8.1 Amendments to Bylaws. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or by the board of
directors, when such power is conferred upon the board of directors by the
certificate of incorporation at any regular meeting of the stockholders or of
the board of directors or at any special meeting of the stockholders or of the
board of directors if notice of such alteration, amendment, repeal or adoption
of new by-laws be contained in the notice of such special meeting. If the power
to adopt, amend or repeal by-laws is conferred upon the board of directors by
the certificate of incorporation it shall divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.

EX-4.15

                                                                    EXHIBIT 4.15

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                           LEAR SIEGLER SERVICES, INC.

                             A Delaware Corporation
                 (Amended and Restated As of September 9, 2004)

                                    ARTICLE I

                                     OFFICES

      Section 1. The registered office of Lear Siegler Services, Inc. (the
"Corporation") shall be in the City of Wilmington, County of New Castle, State
of Delaware.

      Section 2. The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

      Section 1. Meetings of stockholders shall be held at any place within or
outside the State of Delaware designated by the Board of Directors. In the
absence of any such designation, stockholders' meetings shall be held at the
principal executive office of the Corporation.

      Section 2. The annual meeting of stockholders shall be held each year on a
date and a time designated by the Board of Directors. At each annual meeting
directors shall be elected and any other proper business may be transacted.

      Section 3. A majority of the stock issued and outstanding and entitled to
vote at any meeting of stockholders, the holders of which are present in person
or represented by proxy, shall constitute a quorum for the transaction of
business except as otherwise provided by law, by the Certificate of
Incorporation, or by these By-Laws. A quorum, once established, shall not be
broken by the withdrawal of enough votes to leave less than a quorum and the
votes present may continue to transact business until adjournment. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, a majority of the voting stock represented in person or by proxy
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been



transacted at the meeting as originally notified. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote thereat.

      Section 4. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes, or
the Certificate of Incorporation, or these By-Laws, a different vote is required
in which case such express provision shall govern and control the decision of
such question.

      Section 5. At each meeting of the stockholders, each stockholder having
the right to vote may vote in person or may authorize another person or persons
to act for him by proxy appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three years prior to said meeting,
unless said instrument provides for a longer period. All proxies must be filed
with the Secretary of the Corporation at the beginning of each meeting in order
to be counted in any vote at the meeting. Each stockholder shall have one vote
for each share of stock having voting power, registered in his name on the books
of the Corporation on the record date set by the Board of Directors as provided
in Article V, Section 6 hereof. All elections shall be had and all questions
decided by a plurality vote.

      Section 6. Special meetings of the stockholders, for any purpose, or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or the Secretary at the request in writing of a majority of the Board
of Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation, issued and outstanding,
and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

      Section 7. Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given which notice
shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the date
of the meeting. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.

      Section 8. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice



of the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

      Section 9. Unless otherwise provided in the Certificate or Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate acting without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

      Section 1. The authorized number of directors shall be determined from
time to time by resolution of the Board of Directors, provided that the Board of
Directors shall consist of at least one member. The directors need not be
stockholders. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified;
provided, however, that unless otherwise restricted by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, either with or without cause, from the Board of Directors at any
meeting of stockholders by a majority of the stock represented and entitled to
vote thereat.

      Section 2. Vacancies on the Board of Directors by reason of death,
resignation, retirement, disqualification, removal from office, or otherwise,
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director. The directors so
chosen shall hold office until the next annual election of directors and until
their successors are duly elected and shall qualify, unless sooner replaced by a
vote of the shareholders. If there are no directors in office, then an election
of directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.



      Section 3. The property and business of the Corporation shall be managed
by or under the direction of its Board of Directors. In addition to the powers
and authorities by these By-Laws expressly conferred upon them, the Board may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

      Section 4. The directors may hold their meetings and have one or more
offices, and keep the books of the Corporation outside of the State of Delaware.

      Section 5. Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by the
Board.

      Section 6. Special meetings of the Board of Directors may be called by the
President on forty-eight hours' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the President or the
Secretary in like manner and on like notice on the written request of two
directors.

      Section 7. At all meetings of the Board of Directors a majority of the
authorized number of directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at any meeting at which there is a quorum, shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute, by the Certificate of Incorporation or by these By-Laws. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present. If only one
director is authorized, such sole director shall constitute a quorum. At any
meeting, a director shall have the right to be accompanied by counsel provided
that such counsel shall agree to any confidentiality restrictions reasonably
imposed by the Corporation.

      Section 8. Unless otherwise restricted by the Certificate of Incorporation
or these By-Laws, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

      Section 9. Unless otherwise restricted by the Certificate of Incorporation
or these By-Laws, members of the Board of Directors, or any committee designated
by the Board of Directors, may participate in a meeting of the Board of
Directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

      Section 10. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each such committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or



more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-Laws of the Corporation; and,
unless the resolution or the Certificate of Incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

      Section 11. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

      Section 12. Unless otherwise restricted by the Certificate of
Incorporation or these By-Laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

      Section 13. The Corporation shall indemnify every person who is or was a
party or is or was threatened to be made a party to any action, suit, or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the Corporation or, while
a director or officer or employee of the Corporation, is or was serving at the
request of the Corporation as a director, officer, employee, agent or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including counsel fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, to the full extent permitted by
applicable law.

                                   ARTICLE IV
                                    OFFICERS


      Section 1. The officers of this corporation shall be chosen by the Board
of Directors and shall include a President, a Secretary, and a Treasurer. The
Corporation may also have, at the discretion of the Board of Directors, such
other officers as are desired, including a Chairman of the Board, one or more
Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and
such other officers as may be appointed in accordance with the provisions of
Section 3 hereof. In the event there are two or more Vice Presidents, then one
or more may be designated as Executive Vice President, Senior Vice President, or
other similar or dissimilar title. At the time of the election of officers, the
directors may by resolution determine the order of their rank. Any number of
offices may be held by the same person unless the Certificate of Incorporation
or these By-Laws otherwise provide.

      Section 2. The Board of Directors, at its first meeting after each annual
meeting of stockholders, shall choose the officers of the Corporation.

      Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

      Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

      Section 5. The officers of the Corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. If the office of any
officer or officers becomes vacant for any reason, the vacancy shall be filled
by the Board of Directors.

      Section 6. Chairman of the Board. The Chairman of the Board, if such an
officer be elected, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors as prescribed by these
By-Laws. If there is no President, the Chairman of the Board shall in addition
be the Chief Executive Officer of the Corporation and shall have the powers and
duties prescribed in Section 7 of this Article IV.

      Section 7. President. Subject to such supervisory powers, if any, as may
be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the Chief Executive Officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
Corporation. He shall preside at all meetings of the stockholders and in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors. He shall be an ex-officio member of all committees and
shall have the general powers and duties of management usually vested in the
office of President and Chief Executive Officer of corporations, and shall have
such other powers and duties as may be prescribed by the Board of Directors or
these By-Laws.



      Section 8. Vice Presidents. In the absence or disability of the President,
the Vice Presidents in order of their rank as fixed by the Board of Directors,
or if not ranked, the Vice President designated by the Board of Directors, shall
perform all the duties of the President, and when so acting shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall have such other duties as from time to time may be prescribed
for them, respectively, by the Board of Directors.

      Section 9. Secretary. The Secretary shall attend all sessions of the Board
of Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required by the Board of
Directors. He shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or these By-Laws. He shall keep
in safe custody the seal of the Corporation, and when authorized by the Board,
affix the same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the signature of an Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix the
seal of the Corporation and to attest the affixing by his signature.

      Section 10. Assistant Secretary. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors, or if there be no such determination, the Assistant Secretary
designated by the Board of Directors, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

      Section 11. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys, and other valuable effects in the name and to the credit of
the Corporation, in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the Corporation. If required by the Board of
Directors, he shall give the Corporation a bond, in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors, for the
faithful performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

      Section 12. Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors, or if there be no such determination, the Assistant
Treasurer designated by the Board of



Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                                    ARTICLE V

                              CERTIFICATES OF STOCK

      Section 1. Every holder of stock of the Corporation shall be entitled to
have a certificate signed by, or in the name of the Corporation by, the Chairman
or Vice Chairman of the Board of Directors, or the President or a Vice
President, and by the Secretary or an Assistant Secretary, or the Treasurer or
an Assistant Treasurer of the Corporation; certifying the number of shares
represented by the certificate owned by such stockholder in the Corporation.

      Section 2. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue.

      Section 3. If the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the Corporation shall issue to represent such class or
series of stock, a statement that the Corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

      Section 4. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of



Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

      Section 5. Upon surrender to the Corporation, or the transfer agent of the
Corporation, of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, the Corporation
shall issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its book.

      Section 6. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders, or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix a record date which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

      Section 7. The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by the laws of the State of
Delaware.

                                   ARTICLE VI

                               GENERAL PROVISIONS

      Section 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

      Section 2. Before payment of any dividend there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think



conducive to the interests of the Corporation, and the directors may abolish any
such reserve.

      Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers as the Board of Directors may from
time to time designate.

      Section 4. The fiscal year of the corporation shall be fixed by resolution
of the Board of Directors.

      Section 5. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware". Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

      Section 6. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these By-Laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

      Section 7. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

      Section 8. The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.

                                   ARTICLE VII

                                   AMENDMENTS

      Section 1. These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted by the stockholders or by the Board of Directors at any
regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such special meeting. If the power to adopt, amend or repeal
By-Laws is conferred upon the Board of Directors by the Certificate of
Incorporation, it shall not divest or limit the power of the stockholders to
adopt, amend or repeal By-Laws.

EX-4.16

                                                                    EXHIBIT 4.16

                           AMENDED AND RESTATED BYLAWS
                                       OF
                          URS OPERATING SERVICES, INC.

                             A Delaware Corporation
                 (Amended and Restated As of September 9, 2004)

                               ARTICLE I - OFFICES

      SECTION 1. REGISTERED OFFICE. -- The registered office shall be
established and maintained at 1209 Orange Street, Wilmington, in the County of
New Castle in the State of Delaware.

      SECTION 2. OTHER OFFICES. -- The corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time appoint or the business of the
corporation may require.

                      ARTICLE II - MEETING OF STOCKHOLDERS

      SECTION 1. ANNUAL MEETINGS. -- Annual meetings of stockholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held at such place, either within or without the State
of Delaware, and at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting. In the event the
Board of Directors fails to so determine the time, date and place of meeting,
the annual meeting of stockholders shall be held at the registered office of the
corporation in Delaware on

      If the date of the annual meeting shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day. At each annual
meeting, the stockholders entitled to vote shall elect a Board of Directors and
may transact such other corporate business as shall be stated in the notice of
the meeting.

      SECTION 2. OTHER MEETINGS. -- Meetings of stockholders for any purpose
other than the election of directors may be held at such time and place, within
or without the State of Delaware, as shall be stated in the notice of the
meeting.

      SECTION 3. VOTING. -- Each stockholder entitled to vote in accordance with
the terms and provisions of the Certificate of Incorporation and these By-Laws
shall be entitled to one vote, in person or by proxy, for each share of stock
entitled to vote held by such stockholder, but no proxy shall be voted after
three years from its date unless such proxy provides for a longer period. Upon
the demand of any stockholder, the vote for directors and upon any question
before the meeting shall be by ballot. All elections for directors shall



be decided by plurality vote; all other questions shall be decided by majority
vote except as otherwise provided by the Certificate of Incorporation or the
laws of the State of Delaware.

      SECTION 4. STOCKHOLDER LIST. -- The officer who has charge of the stock
ledger of the corporation shall at least 10 days before each meeting of
stockholders prepare a complete alphabetical addressed list of the stockholders
entitled to vote at the ensuing election, with the number of shares held by
each. Said list shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a period of
at least ten days prior to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall be available for inspection at the meeting.

      SECTION 5. QUORUM. -- Except as otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the corporation
entitled to vote shall constitute a quorum at all meetings of the stockholders.
In case a quorum shall not be present at any meeting, a majority in interest of
the stockholders entitled to vote thereat, present in person or by proxy, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock entitled to
vote shall be present. At any such adjourned meeting at which the requisite
amount of stock entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.

      SECTION 6. SPECIAL MEETINGS. -- Special meetings of the stockholders, for
any purpose, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the directors
or stockholders entitled to vote. Such request shall state the purpose of the
proposed meeting.

      SECTION 7. NOTICE OF MEETINGS. -- Written notice, stating the place, date
and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the corporation, not less than ten nor
more than fifty days before the date of the meeting.

      SECTION 8. BUSINESS TRANSACTED -- No business other than that stated in
the notice shall be transacted at any meeting without the unanimous consent of
all the stockholders entitled to vote thereat.

      SECTION 9. ACTION WITHOUT MEETING. -- Except as otherwise provided by the
Certificate of Incorporation, whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action by any provisions of the statutes or the Certificate of Incorporation or
of these By-Laws, the meeting and vote of stockholders may be dispensed with, if
all the stockholders who would have been entitled by vote upon the action if
such meeting were held, shall consent in writing to such corporate action being
taken.



                             ARTICLE III - DIRECTORS

      SECTION 1. NUMBER AND TERM. -- The authorized number of directors shall be
determined from time to time by resolution of the Board of Directors, provided
that the Board of Directors shall consist of at least one member. The directors
shall be elected at the annual meeting of the stockholders and each director
shall be elected to serve until his successor shall be elected and shall
qualify.

      SECTION 2. RESIGNATIONS. -- Any director, member of a committee or other
officer may resign at any time. Such resignation shall be made in writing, and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.

      SECTION 3 VACANCIES. -- If the office of any director, member of a
committee or other officer becomes vacant, the remaining directors in office,
though less than a quorum by a majority vote, may appoint any qualified person
to fill such vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen.

      SECTION 4. REMOVAL. -- Any director or directors may be removed either for
or without cause at any time by the affirmative vote of the holders of a
majority of all the shares of stock outstanding and entitled to vote, at a
special meeting of the stockholders called for the purpose and the vacancies
thus created may be filled, at the meeting held for the purpose of removal, by
the affirmative vote of a majority in interest of the stockholders entitled to
vote.

      SECTION 5. INCREASE OF NUMBER. -- The number of directors may be increased
by amendment of these By-Laws by the affirmative vote of a majority of the
directors, though less than a quorum, or, by the affirmative vote of a majority
in interest of the stockholders, at the annual meeting or at a special meeting
called for that purpose, and by like vote the additional directors may be chosen
at such meeting to hold office until the next annual election and until their
successors are elected and qualify.

      SECTION 6. COMPENSATION. -- Directors shall not receive any stated salary
for their services as directors or as members of committees, but by resolution
of the board a fixed fee and expenses of attendance may be allowed for
attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.



      SECTION 7. ACTION WITHOUT MEETING. -- Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken with out a meeting, if prior to such action a written consent
thereto is signed by all members of the board, or of such committee as the case
may be, and such written consent is filed with the minutes of proceedings of the
board or committee.

                              ARTICLE IV - OFFICERS

      SECTION 1. OFFICERS. -- The officers of the corporation shall consist of a
President, a Treasurer, and a Secretary, and shall be elected by the Board of
Directors and shall hold office until their successors are elected and
qualified. In addition, the Board of Directors may elect a Chairman, one or more
Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it
may deem proper. None of the officers of the corporation need be directors. The
officers shall be elected at the first meeting of the Board of Directors after
each annual meeting. More than two offices may be held by the same person.

      SECTION 2. OTHER OFFICERS AND AGENTS. -- The Board of Directors may
appoint such officers and agents as it may deem advisable, who shall hold their
offices for such terms and shall exercise such power and perform such duties as
shall be determined from time to time by the Board of Directors.

      SECTION 3. CHAIRMAN. -- The Chairman of the Board of Directors if one be
elected, shall preside at all meetings of the Board of Directors and he shall
have and perform such other duties as from time to time may be assigned to him
by the Board of Directors.

      SECTION 4. PRESIDENT. -- The President shall be the chief executive
officer of the corporation and shall have the general powers and duties of
supervision and management usually vested in the office of President of a
corporation. He shall preside at all meetings of the stockholders if present
thereat, and in the absence or non-election of the Chairman of the Board of
Directors, at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the business of the corporation Except as
the Board of Directors shall authorize the execution thereof in some other
manner, he shall execute bonds, mortgages, and other contracts in behalf of the
corporation, and shall cause the seal to be affixed to any instrument requiring
it and when so affixed the seal shall be attested by the signature of the
Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

      SECTION 5. VICE-PRESIDENT. -- Each Vice-President shall have such powers
and shall perform such duties as shall be assigned to him by the directors.

      SECTION 6. TREASURER. -- The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.



      The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, or the President, taking proper vouchers for
such disbursements. He shall render to the President and Board of Directors at
the regular meetings of the Board of Directors, or whenever they may request it,
an account of all his transactions as Treasurer and of the financial condition
of the corporation. If required by the Board of Directors, he shall give the
corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the board shall prescribe.

      SECTION 7. SECRETARY. -- The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by these By-Laws, and in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the President, or by the directors, or stockholders, upon whose requisition
the meeting is called as provided in these By-Laws. He shall record all the
proceedings of the meetings of the corporation and of directors in a book to be
kept for that purpose. He shall keep in safe custody the seal of the
corporation, and when authorized by the Board of Directors, affix the same to
any instrument requiring it, and when so affixed, it shall be attested by his
signature or by the signature of any assistant secretary.

      SECTION 8. ASSISTANT TREASURERS & ASSISTANT SECRETARIES Assistant
Treasurers and Assistant Secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the directors.

                                    ARTICLE V

      SECTION 1. CERTIFICATES OF STOCK. -- Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the chairman or vice-chairman of the board of directors,
or the president or a vice-president and the treasurer or an assistant
treasurer, or the secretary of the corporation, certifying the number of shares
owned by him in the corporation. If the corporation shall be authorized to issue
more than one class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences and/or rights shall be set
forth in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class of series of stock, provided
that, except as other wise provided in section 202 of the General Corporation
Law of Delaware, in lieu of the foregoing requirements, there may be set forth
on the face or back of the certificate which the corporation shall issue to
represent such class or series of stock, a statement that the corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Where a
certificate is countersigned (1) by a transfer agent other than the corporation
or its employee, or (2) by a registrar other than the corporation or its
employee, the signatures of such officers may be facsimiles.



      SECTION 2. LOST CERTIFICATES -- New certificates of stock may be issued in
the place of any certificate therefore issued by the corporation, alleged to
have been lost or destroyed, and the directors may, in their discretion, require
the owner of the lost or destroyed certificate or his legal representatives, to
give the corporation a bond, in such sum as they may direct, not exceeding
double the value of the stock, to indemnify the corporation against it on
account of the alleged loss of any such new certificate.

      SECTION 3. TRANSFER OF SHARES. -- The shares of stock of the corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the corporation by the delivery
thereof to the person in charge of the stock and transfer books and ledgers, or
to such other persons as the directors may designate, by who they shall be
cancelled, and new certificates shall thereupon be issued. A record shall be
made of each transfer and whenever a transfer shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer.

      SECTION 4. STOCKHOLDERS RECORD DATE. -- In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the day of such meeting, nor more than sixty days prior to any other
action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

      SECTION 5. DIVIDENDS. -- Subject to the provisions of the Certificate of
Incorporation the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividends there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the corporation.

      SECTION 6. SEAL. -- The corporate seal shall be circular in form and shall
contain the name of the corporation, the year of its creation and the words
"CORPORATE SEAL DELAWARE." Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or otherwise reproduced.

      SECTION 7. FISCAL YEAR. -- The fiscal year of the corporation shall be
determined by resolution of the Board of Directors.

      SECTION 8. CHECKS -- All checks, drafts, or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
corporation shall



be signed by the officer or officers, agent or agents of the corporation, and in
such manner as shall be determined from time to time by resolution of the Board
of Directors.

      SECTION 9. NOTICE AND WAIVER OF NOTICE -- Whenever any notice is required
by these By-Laws to be given, personal notice is not meant unless expressly
stated, and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail, postage prepaid, addressed to the
person entitled thereto at his address as it appears on the records of the
corporation, and such notice shall be deemed to have been given on the day of
such mailing. Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by statute.

      Whenever any notice whatever is required to be given under the provisions
of any law, or under the provisions of the Certificate of Incorporation of the
corporation or these By-Laws, a waiver thereof in writing signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed proper notice.

           ARTICLE VI - CLOSE CORPORATIONS MANAGEMENT BY SHAREHOLDERS

      If the certificate of incorporation of the corporation states that the
business and affairs of the corporation shall be managed by the shareholders of
the corporation rather than by a board of directors, then, whenever the context
so requires the shareholders of the corporation shall be deemed the directors of
the corporation for purposes of applying any provision of these by-laws.

                            ARTICLE VII - AMENDMENTS

      These By-Laws may be altered and repealed and By-Laws may be made at any
annual meeting of the stockholders or at any special meeting thereof if notice
thereof is contained in the notice of such special meeting by the affirmative
vote of a majority of the stock issued and outstanding or entitled to vote
thereat, or by the regular meeting of the Board of Directors, at any regular
meeting of the Board of Directors, or at any special meeting of the Board of
Directors, if notice thereof is contained in the notice of such special meeting.

EX-4.17

                                                                    EXHIBIT 4.17

                           AMENDED AND RESTATED BYLAWS
                                       OF
                          EG&G Defense Materials, Inc.

                               A Utah Corporation
                 (Amended and Restated as of September 9, 2004)

                                    * * * * *

                                    ARTICLE I

                                     OFFICES

      Section 1. The registered office shall be located in Salt Lake City, Utah.

      Section 2. The Corporation may also have offices at such other places both
within and without the State of Utah as the board of directors may from time to
time determine or the business of the corporation may require.

                                   ARTICLE II

                         ANNUAL MEETINGS OF SHAREHOLDER

      Section 1. All meetings of shareholders for the election of directors may
be held anywhere in the United States.

      Section 2. Annual meetings of shareholders, commencing with the year 1990,
shall be held on the 1st Monday in May if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 10:00 A.M., at which they
shall elect by a plurality vote a board of directors, and transact such other
business as may properly be brought before the meeting.

      Section 3. Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be delivered no less than ten nor more
than fifty days before the date of the meeting, either personally or by mail, by
or at the direction of the president, the secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting.

                                   ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

      Section 1. Special meetings of shareholders for any purpose other than the
election of directors may be held at such time and place within or without the
State of Utah as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.



      Section 2. Special meetings of the shareholders, for any purpose or
purposes may be called by the chairman of the board or the president and shall
be called by the president or secretary at the request in writing of a majority
of the board of directors, or at the request in writing of shareholders owning
one-tenth of all the outstanding shares of the corporation. Such request shall
state the purpose or purposes of the proposed meeting and business transacted at
any special meeting of shareholders shall be limited to the purposes stated in
the notice.

      Section 3. Written or printed notice of a special meeting stating the
place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than fifty days
before the date of the meeting, either personally or by mail, by or at the
direction of the president, the secretary, or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at such meeting.

      Section 4. The business transacted at any special meeting of shareholders
shall be limited to the purposes stated in the notice.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

      Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.

      Section 2. If a quorum is present, the affirmative vote of a majority of
the shares of stock represented at the meeting shall be the act of the
shareholders unless the vote of a greater number of shares of stock is required
by law or the articles of incorporation.

      Section 3. Each outstanding share of stock, having voting power, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact.

      Section 4. Any action required to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.



                                    ARTICLE V

                                    DIRECTORS

      Section 1. The authorized number of directors shall be determined from
time to time by resolution of the board of directors, provided that the board of
directors shall consist of at least one member. Directors need not be residents
of the State of Utah nor shareholders of the corporation. The directors, other
than the first board of directors, shall be elected at the annual meeting of the
shareholders, and each director elected shall serve until the next succeeding
annual meeting and until his successor shall have been elected and qualified.
The first board of directors shall hold office until the first annual meeting of
shareholders.

      Section 2. Vacancies and newly created directorships resulting from any
increase in the number of directors may be filled by a majority of the directors
then in office, though less than a quorum, and the directors so chosen shall
hold office until the next annual election and until their successors are duly
elected and shall qualify.

      Section 3. The business affairs of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.

      Section 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside of the State of
Utah, at such place or places as they may from time to time determine.

      Section 5. The board of directors, by the affirmative vote of a majority
of the directors then in office, and irrespective of any personal interest of
any of its members, shall have authority to establish reasonable compensation of
all directors for services to the corporation as directors, officers or
otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

      Section 1. Meetings of the board of directors, regular or special, may be
held either within or without the State of Utah.

      Section 2. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.



      Section 3. Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.

      Section 4. Special meetings of the board of directors may be called by the
president on two (2) days' notice to each director, either personally or by mail
or by telegram; special meetings shall be called by the president or secretary
in like manner and on like notice on the written request of two directors.

      Section 5. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.

      Section 6. A majority of the directors shall constitute a quorum for the
transaction of business unless a greater number is required by law or by the
articles of incorporation. The act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the board of directors,
unless the act of a greater number is required by statute or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

      Section 7. Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof.

                                   ARTICLE VII

                               EXECUTIVE COMMITTEE

      Section 1. The board of directors, by resolution adopted by a majority of
the number of directors fixed by the by-laws or otherwise, may designate two or
more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the board of directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the board of directors at a regular or special meeting of the board of
directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required.



                                  ARTICLE VIII

                                     NOTICES

      Section 1. Whenever, under the provisions of the statutes or of the
articles of incorporation or of these by-laws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his address as it appears on the records of the corporation with
postage thereon prepaid, and such notice shall be deemed to be given at the time
when the same shall be deposited in the United States mail. Notice to directors
may also be given by telegram.

      Section 2. Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the articles of
incorporation or these by-laws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

      Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.

      Section 2. The board of directors at its first meeting after each annual
meeting of shareholders shall choose a president, one or more vice-presidents, a
secretary and a treasurer, none of whom need be members of the board.

      Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

      Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

      Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.



                                  THE PRESIDENT

      Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

      Section 7. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

      Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

      Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

      Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

      Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.



      Section. 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

      Section 13. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

      Section 14. The assistant treasurer, or, if there shall be more than one,
the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                    ARTICLE X

                             CERTIFICATES FOR SHARES

      Section 1. The shares of the corporation shall be represented by
certificates signed by the president or a vice-president and the secretary or an
assistant secretary of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof.

      When the corporation is authorized to issue shares of more than one class
there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued and, if the corporation is authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences between the shares of each such series so far as the same
have been fixed and determined and the authority of the board of directors to
fix and determine the relative rights and preferences of subsequent series.

      Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.



                                LOST CERTIFICATES

      Section 3. The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

      Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and that old
certificate cancelled and the transaction recorded upon the books of the
corporation.

                            CLOSING OF TRANSFER BOOKS

      Section 5. For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders, or any adjournment thereof or
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the board of directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the board of directors may fix in advance a date as the record date for any such
determination of shareholders, such data in any case to be not more than fifty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the board of directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

                             REGISTERED SHAREHOLDERS

      Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
hot be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Utah.



                              LIST OF SHAREHOLDERS

      Section 7. The officer or agent having charge of the transfer books for
shares shall make, at least ten days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of each and the number of shares held by
each, which list, for a period of ten days prior to such meeting, shall be kept
on file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer book, or a duplicate thereof,
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book or to vote at any meeting of the
shareholders.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                    DIVIDENDS

      Section 1. Subject to the provisions of the articles of incorporation
relating thereto, if any, dividends may be declared by the board of directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
articles of incorporation.

      Section 2. Before payment of any dividend, there may he set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

      Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

      Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.



                                      SEAL

      Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal, Utah".
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced.

                                   ARTICLE XII

                                   AMENDMENTS

      Section 1. These by-laws may be altered, amended, or repealed or new
by-laws may be adopted by the affirmative vote of a majority of the board of
directors at any regular or special meeting of the board.

      No by-law shall be adopted by the directors which shall require more than
a majority of the voting shares for a quorum at a meeting of shareholders, or
more than a majority of the votes cast to constitute action by the shareholders,
except where higher percentages are required by law or by the articles of
incorporation.

      The shareholders shall have the right to change or repeal any by-laws
adopted by the directors.

EX-4.18

                                                                    EXHIBIT 4.18

                           AMENDED AND RESTATED BYLAWS
                                       OF
                          EG&G TECHNICAL SERVICES, INC.

                             A Delaware Corporation
                 (Amended and Restated As of September 9, 2004)

                 (FORMERLY KNOWN AS ETS ACQUISITION CORPORATION)

                                    ARTICLE I

                                     OFFICES

      Section 1. The registered office of EG&G Technical Services, Inc. (the
"Corporation") shall be in the City of Wilmington, County of New Castle, State
of Delaware.

      Section 2. The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

      Section 1. Meetings of stockholders shall be held at any place within or
outside the State of Delaware designated by the Board of Directors. In the
absence of any such designation, stockholders' meetings shall be held at the
principal executive office of the Corporation.

      Section 2. The annual meeting of stockholders shall be held each year on a
date and a time designated by the Board of Directors. At each annual meeting
directors shall be elected and any other proper business may be transacted.

      Section 3. A majority of the stock issued and outstanding and entitled to
vote at any meeting of stockholders, the holders of which are present in person
or represented by proxy, shall constitute a quorum for the transaction of
business except as otherwise provided by law, by the Certificate of
Incorporation, or by these Bylaws. A quorum, once established, shall not be
broken by the withdrawal of enough votes to leave less than a quorum and the
votes present may continue to transact business until adjournment. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, a majority of the voting stock represented in person or by proxy
may adjourn the meeting from time to time, without notice other than
announcement at the



meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote thereat.

      Section 4. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes, or
the Certificate of Incorporation, or these Bylaws, a different vote is required
in which case such express provision shall govern and control the decision of
such question.

      Section 5. At each meeting of the stockholders, each stockholder having
the right to vote may vote in person or may authorize another person or persons
to act for him by proxy appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three years prior to said meeting,
unless said instrument provides for a longer period. All proxies must be filed
with the Secretary of the Corporation at the beginning of each meeting in order
to be counted in any vote at the meeting. Each stockholder shall have one vote
for each share of stock having voting power, registered in his name on the books
of the Corporation on the record date set by the Board of Directors as provided
in Article V, Section 6 hereof. All elections shall be had and all questions
decided by a plurality vote.

      Section 6. Special meetings of the stockholders, for any purpose, or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or the Secretary at the request in writing of a majority of the Board
of Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation, issued and outstanding,
and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting of stockholders
shall be limited to the purpose stated in the notice.

      Section 7. Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given which notice
shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the date
of the meeting. If mailed, notice is given when deposited in the United State
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.

      Section 8. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of a least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the



meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

      Section 9. Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

      Section 1. The authorized number of directors shall be determined from
time to time by resolution of the Board of Directors, provided that the Board of
Directors shall consist of at least one member. The directors need not be
stockholders. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified;
provided, however, that unless otherwise restricted by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, either with or without cause, from the Board of Directors at any
meeting of stockholders by a majority of the stock represented and entitled to
vote thereat.

      Section 2. Vacancies on the Board of Directors by reason of death,
resignation, retirement, disqualification, removal from office, or otherwise,
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director. The directors then
in office, although less than a quorum, or by a sole remaining director. The
directors so chosen shall hold office until the next annual election of
directors and until their successors are duly elected and shall qualify, unless
sooner replaced by a vote of the shareholders. If there are no directors in
office, then an election of directors may be held in the manner provided by
statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole Board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

      Section 3. The property and business of the Corporation shall be managed
by or under the direction of its Board of Directors. In addition to the powers
and authorities by these Bylaws expressly conferred upon them, the Board my
exercise all such powers of the



Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.

      Section 4. The directors may hold their meetings and have one or more
offices, and keep the books of the Corporation outside of the State of Delaware.

      Section 5. Regular meetings of the Board of Directors may be held without
notice at such time and place as shall from time to time be determined by the
Board.

      Section 6. Special meetings of the Board of Directors may be called by the
Chairman of the Board or the President on forty-eight hours' notice to each
director, either personally or by mail or by telegram; special meetings shall be
called by the President or the Secretary in like manner and on like notice on
the written request of two directors.

      Section 7. At all meetings of the Board of Directors a majority of the
authorized number of directors shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at any meeting at which there is a quorum, shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute, by the Certificate of Incorporation or by these Bylaws. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present. If only one
director is authorized, such sole director shall constitute a quorum. At any
meeting, a director shall have the right to be accompanied by counsel provided
that such counsel shall agree to any confidentiality restrictions reasonably
imposed by the Corporation.

      Section 8. Unless otherwise restricted by the Certificate of Incorporation
or these Bylaws, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

      Section 9. Unless otherwise restricted by the Certificate of Incorporation
or these Bylaws, members of the Board of Directors, or any committee designated
by the Board of Directors, may participate in a meeting of the Board of
Directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

      Section 10. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each such committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such



absent or disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
Bylaws of the Corporation; and, unless the resolution or the Certificate of
Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock.

      Section 11. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

      Section 12. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

      Section 13. The Corporation shall indemnify every person who is or was a
party or is or was threatened to be made a party to any action, suit, or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the Corporation or, while
a director or officer or employee of the Corporation, is or was serving at the
request of the Corporation as a director, officer, employee, agent or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including counsel fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, to the full extent permitted by
applicable law.

                                   ARTICLE IV

                                    OFFICERS

      Section 1. The officers of this corporation shall be chosen by the Board
of Directors and shall include a President, a Secretary, and a Treasurer. The
Corporation may also have, at the discretion of the Board of Directors, such
other officers as are desired, including a Chairman of the Board, one or more
Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and
such other officers as may be appointed in accordance with the provisions of
Section 3 hereof. In the event there are two or more Vice Presidents, then one
or more may be designated as Executive Vice President, Senior Vice President, or
other similar or dissimilar title. At the time of the election of officers, the
directors may by



resolution determine the order of their rank. Any number of offices may be held
by the same person unless the Certificate of Incorporation or these Bylaws
otherwise provide.

      Section 2. The Board of Directors, at its first meeting after each annual
meeting of stockholders, shall choose the officers of the Corporation.

      Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

      Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

      Section 5. The officers of the Corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be renewed at any time by the
affirmative vote of a majority of the Board of Directors. If the office of any
officer or officers becomes vacant for any reason, the vacancy shall be filled
by the Board of Directors.

      Section 6. Chairman of the Board. The Chairman of the Board, if such an
officer be elected, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by these
Bylaws. If there is no President, the Chairman of the Board shall in addition be
the Chief Executive Officer of the Corporation and shall have the powers and
duties prescribed in Section 7 of this Article IV.

      Section 7. President. Subject to such supervisory powers, if any, as may
be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the Chief Executive Officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
Corporation. He shall preside at all meetings of the stockholders and, in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors. He shall be an ex-officio member of all committees and
shall have the general powers and duties of management usually vested in the
office of President and Chief Executive Officer of corporations, and shall have
such other powers and duties as may be prescribed by the Board of Directors or
these Bylaws.

      Section 8. Vice Presidents. In the absence or disability of the President
the Vice Presidents in order of their rank as fixed by the Board of Directors,
or if not ranked, the Vice President designated by the Board of Directors, shall
perform all the duties of the President, and when so acting shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
President shall have such other duties as from time to time may be prescribed
for them, respectively, by the Board of Directors.

      Section 9. Secretary. The Secretary shall attend all sessions of the Board
of Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required by the Board of
Directors. He shall give, or cause to be given,



notice of all meetings of the stockholders and of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or these Bylaws.

      He shall keep in safe custody the seal of the Corporation, and when
authorized by the Board, affix the same to any instrument requiring it, and when
so affixed it shall be attested by his signature or by the signature of an
Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing by
his signature.

      Section 10. Assistant Secretary. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors, or if there be no such determination, the Assistant Secretary
designated by the Board of Directors, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such others duties and have such other powers as the Board of Directors
may from time to time prescribe.

      Section 11. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys, and other valuable effects in the name and to the credit of
the Corporation, in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the Corporation. If required by the Board of
Directors, he shall give the Corporation a bond, in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors, for the
faithful performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

      Section 12. Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors, or if there be no such determination, the Assistant
Treasurer designated by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the power of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.



                                    ARTICLE V

                              CERTIFICATES OF STOCK

      Section 1. Every holder of stock of the Corporation shall be entitled to
have a certificate signed by, or in the name of the Corporation by, the Chairman
or Vice Chairman of the Board of Directors, or the President or a Vice
President, and by the Secretary or an Assistant Secretary, or the Treasurer or
an Assistant Treasurer of the Corporation, certifying the number of shares
represented by the certificate owned by such stockholder in the Corporation.

      Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent, or register who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue.

      Section 3. If the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the Corporation shall issue to represent such class or
series of stock, a statement that the Corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

      Section 4. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

      Section 5. Upon surrender to the Corporation, or the transfer agent of the
Corporation, of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, the Corporation
shall issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its book.

      Section 6. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders, or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the



purpose of any other lawful action, the Board of Directors may fix a record date
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholder of record entitled to notice of or to vote at a
meeting of stockholder shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors my fix a new record date for the adjourned
meeting.

      Section 7. The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by the laws of the State of
Delaware.

                                   ARTICLE VI

                               GENERAL PROVISIONS

      Section 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

      Section 2. Before payment of any dividend there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interests of the
Corporation, and the directors may abolish any such reserve.

      Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers as the Board of Directors may from
time to time designate.

      Section 4. The fiscal year of the corporation shall be fixed by resolution
of the Board of Directors.

      Section 5. The corporate seal shall inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware". Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

      Section 6. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these Bylaws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.



      Section 7. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

      Section 8. The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.

                                   ARTICLE VII

                                   AMENDMENTS

      Section 1. These Bylaws may be altered, amended or repealed or new Bylaws
may be adopted by the stockholders or by the Board of Directors at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board of Directors if notice of such
alteration, amendment, repeal or adoption of new Bylaws be contained in the
notice of such special meeting. If the power to adopt, amend or repeal Bylaws is
conferred upon the Board of Directors by the Certificate of Incorporation, it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal Bylaws.

EX-10.2

                                                                    EXHIBIT 10.2

                                 URS CORPORATION
                             RESTRICTED STOCK AWARD

                                  GRANT NOTICE
                          (1999 EQUITY INCENTIVE PLAN)

URS Corporation (the "Company"), pursuant to its 1999 Incentive Equity Plan (the
"Plan"), hereby grants to Participant the right to receive the number of shares
of the Company's Common Stock set forth below ("Award"). This Award is subject
to all of the terms and conditions as set forth herein and in the Restricted
Stock Award Agreement and the Plan, each of which are attached hereto and
incorporated herein in their entirety.

Participant:                                         Martin M. Koffel
Date of Grant:
Vesting Commencement Date:
Number of Shares Subject to Award:
Participant's Social Security Number:
Fair Market Value Per Share:

VESTING SCHEDULE: 100% of the shares vest on the first anniversary of the
Vesting Commencement Date.

ADDITIONAL TERMS/ACKNOWLEDGEMENTS: The undersigned Participant acknowledges
receipt of, and understands and agrees to, this Grant Notice, the Restricted
Stock Award Agreement and the Plan. Participant further acknowledges that this
Grant Notice, the Restricted Stock Award Agreement and the Plan set forth the
entire understanding between Participant and the Company regarding the award of
Common Stock in the Company and supersede all prior oral and written agreements
on that subject with the exception of awards previously granted and delivered to
Participant under the Plan.

URS CORPORATION                            PARTICIPANT:

By: __________________________________     By: _________________________________
    Kent P. Ainsworth                      Martin M. Koffel
    Executive Vice President and
    Chief Financial Officer

ATTACHMENTS: Restricted Stock Award Agreement and 1999 Incentive Equity Plan



                                  ATTACHMENT I
                        RESTRICTED STOCK AWARD AGREEMENT



                                 URS CORPORATION
                           1999 INCENTIVE EQUITY PLAN

              RESTRICTED STOCK AWARD AGREEMENT FOR MARTIN M. KOFFEL

      Pursuant to Section 4(b) of the Employment Agreement (as defined below),
the Restricted Stock Award Grant Notice ("Grant Notice") and this Restricted
Stock Award Agreement (collectively, the "Award"), and in consideration of your
past services, URS Corporation (the "Company") has awarded you a restricted
stock award under its 1999 Incentive Equity Plan (the "Plan") for the number of
shares of the Company's Common Stock subject to the Award indicated in the Grant
Notice. Except where indicated otherwise, defined terms not explicitly defined
in this Restricted Stock Award Agreement but defined in the Plan shall have the
same definitions as in the Plan.

      The details of your Award are as follows:

      1. VESTING. Subject to the limitations contained herein, your Award shall
vest as provided in the Grant Notice. Notwithstanding the foregoing, vesting of
your Award shall be accelerated both (i) in the circumstances provided in
Section 12(c) of the Plan and (ii) under the circumstances set forth in Section
6 below. The shares subject to your Award will be held by the Company until your
interest in such shares vests. As each portion of your interest in the shares
vests, the Company shall issue you a stock certificate covering such vested
shares.

      2. NUMBER OF SHARES. The number of shares subject to your Award may be
adjusted from time to time for Capitalization Adjustments, as provided in the
Plan.

      3. PAYMENT. This Award was granted in consideration of your past services
to the Company. You will not be required to make any payment to the Company with
respect to your receipt of the Award or the vesting thereof.

      4. SECURITIES LAW COMPLIANCE. You will not be issued any shares under your
Award unless the shares are either (a) then registered under the Securities Act
or (b) the Company has determined that such issuance would be exempt from the
registration requirements of the Securities Act. Your Award must also comply
with other applicable laws and regulations governing the Award, and you will not
receive such shares if the Company determines that such receipt would not be in
material compliance with such laws and regulations.

      5. TRANSFER RESTRICTIONS. Prior to the time that they have vested, you may
not transfer, pledge, sell or otherwise dispose of the shares subject to the
Award. For example, you may not use shares subject to the Award that have not
vested as security for a loan. In addition, you may not transfer, pledge, sell
or otherwise dispose of the shares subject to the Award that have vested at any
time when applicable securities laws or Company policies would prohibit such a
transfer. This restriction on the transfer of vested shares will lapse upon your
termination of Continuous Service. Notwithstanding the foregoing, you may, by
delivering written notice to the Company, in a form satisfactory to the Company,
designate a third party who, in the event of your death, shall thereafter be
entitled to receive vested shares as of the date of your death.

                                       1.



      6. TERMINATION OF CONTINUOUS SERVICE; ACCELERATION OF VESTING. In the
event your Continuous Service terminates for any reason, you will be credited
with the vesting that has accrued under your Award as of the date of your
termination of Continuous Service; provided, however, that the Award
automatically shall become vested in full as of the effective date of such
termination (i) if your Continuous Service terminates pursuant to any of clauses
(iv), (v) or (vi) of Section 6(a) of the employment agreement that you entered
into with the Company on September 5, 2003, as amended from time to time (the
"Employment Agreement"), or (ii) if such termination is the result of your death
or Disability (as such term is defined in your Employment Agreement).

      7. RESTRICTIVE LEGENDS. The shares issued under your Award shall be
endorsed with appropriate legends determined by the Company.

      8. RIGHTS AS A STOCKHOLDER. You shall exercise all rights and privileges
of a stockholder of the Company with respect to the shares subject to your
Award. You shall be deemed to be the holder of the shares for purposes of
receiving any dividends which may be paid with respect to such shares and for
purposes of exercising any voting rights relating to such shares, even if some
or all of such shares have not yet vested.

      9. AWARD NOT A SERVICE CONTRACT. Your Award is not an employment or
service contract, and nothing in your Award shall be deemed to (i) alter the
terms of your Employment Agreement or (ii) create in any way whatsoever any
obligation on your part to continue in the employ of the Company or any
affiliate thereof, or on the part of the Company or any affiliate thereof to
continue your employment or service. In addition, nothing in your Award shall
obligate the Company or any affiliate thereof, their respective stockholders,
boards of directors, officers or employees to continue any relationship that you
might have as a director or consultant for the Company or any affiliate thereof.

      10. WITHHOLDING OBLIGATIONS.

            (a) At the time your Award is made, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any
other amounts payable to you, and otherwise agree to make adequate provision for
any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Company or any affiliate thereof, if any, which
arise in connection with your Award. Such withholding obligations may be
satisfied by your relinquishment of your right to receive a portion of the
shares otherwise issuable to you pursuant to the Award; provided, however, that
you shall not be authorized to relinquish your right to shares with a fair
market value in excess of the amount required to satisfy the minimum amount of
tax required to be withheld by law.

            (b) Unless the tax withholding obligations of the Company and/or any
affiliate thereof are satisfied, the Company shall have no obligation to issue a
certificate for such shares or release such shares from any escrow provided for
herein.

      11. TAX CONSEQUENCES. The acquisition and vesting of the shares may have
adverse tax consequences to you that may be mitigated by filing an election
under Section 83(b) of the Code. Such election must be filed within thirty (30)
days after the date of the grant of

                                       2.



your Award. YOU ACKNOWLEDGE THAT IT IS YOUR OWN RESPONSIBILITY, AND NOT THE
COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF YOU
REQUEST THE COMPANY TO MAKE THE FILING ON YOUR BEHALF.

      12. NOTICES. Any notices provided for in your Award or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the last address
you provided to the Company.

      13. MISCELLANEOUS.

            (a) The rights and obligations of the Company under your Award shall
be transferable to any one or more persons or entities, and all covenants and
agreements hereunder shall inure to the benefit of, and be enforceable by the
Company's successors and assigns. Your rights and obligations under your Award
may only be assigned with the prior written consent of the Company.

            (b) You agree upon request to execute any further documents or
instruments necessary or desirable in the sole determination of the Company to
carry out the purposes or intent of your Award.

            (c) You acknowledge and agree that you have reviewed your Award in
its entirety, have had an opportunity to obtain the advice of counsel prior to
executing and accepting your Award and fully understand all provisions of your
Award.

      14. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your Award, and
is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the Plan. In
the event of any conflict between the provisions of your Award and those of the
Plan, the provisions of the Plan shall control.

                                       3.



                                  ATTACHMENT II

                           1999 INCENTIVE EQUITY PLAN

EX-10.3

                                                                    EXHIBIT 10.3

                                 URS CORPORATION
                           RESTRICTED STOCK UNIT AWARD

                                  GRANT NOTICE
                          (1999 EQUITY INCENTIVE PLAN)

URS Corporation (the "Company"), pursuant to its 1999 Incentive Equity Plan (the
"Plan"), hereby grants to Participant rights ("Units") to receive the number of
shares of the Company's Common Stock set forth below ("Award"). This Award is
subject to all of the terms and conditions as set forth herein and in the
Restricted Stock Unit Award Agreement and the Plan, each of which are attached
hereto and incorporated herein in their entirety.

Participant:                                                    Martin M. Koffel
Date of Grant:
Vesting Commencement Date:
Number of Shares Underlying the Units:
Participant's Social Security Number:
Fair Market Value of each Share Underlying the Units:

VESTING SCHEDULE:  100% of the Units vest on the first anniversary of the
                   Vesting Commencement Date.

DELIVERY SCHEDULE: The shares of Common Stock underlying vested Units will be
                   delivered to the Participant no later than the fifth (5th)
                   business day following the termination of the Participant's
                   Continuous Service (as such term is defined in the Plan),
                   except as otherwise provided in Section 5 of the Restricted
                   Stock Unit Award Agreement.

ADDITIONAL TERMS/ACKNOWLEDGEMENTS: The undersigned Participant acknowledges
receipt of, and understands and agrees to, this Grant Notice, the Restricted
Stock Unit Award Agreement and the Plan. Participant further acknowledges that
this Grant Notice, the Restricted Stock Unit Award Agreement and the Plan set
forth the entire understanding between Participant and the Company regarding the
award of the Units and the underlying Common Stock and supersede all prior oral
and written agreements on that subject with the exception of awards previously
granted and delivered to Participant under the Plan.

URS CORPORATION                            PARTICIPANT:

By: __________________________________     By: _________________________________
    Kent P. Ainsworth                          Martin M. Koffel
    Executive Vice President and
    Chief Financial Officer

ATTACHMENTS: Restricted Stock Unit Award Agreement and 1999 Incentive Equity
             Plan



                                  ATTACHMENT I

                      RESTRICTED STOCK UNIT AWARD AGREEMENT



                                 URS CORPORATION
                           1999 INCENTIVE EQUITY PLAN

           RESTRICTED STOCK UNIT AWARD AGREEMENT FOR MARTIN M. KOFFEL

      Pursuant to Section 4(b) of the Employment Agreement (as defined in
Section 4 below), the Restricted Stock Unit Award Grant Notice ("Grant Notice")
and this Restricted Stock Unit Award Agreement (the "Award Agreement" and,
together with the Employment Agreement and the Grant Notice, the "Award"), and
in consideration of your past services, URS Corporation (the "Company") has
awarded you under its 1999 Incentive Equity Plan (the "Plan") rights to receive
the number of shares of the Company's Common Stock (the "Common Stock") as
indicated in the Award Notice ("Units"). Except where indicated otherwise,
defined terms not explicitly defined in this Award Agreement but defined in the
Plan shall have the same definitions as in the Plan.

      The details of your Award are as follows:

      1. VESTING. Subject to the limitations contained herein, your Units shall
vest as provided in the Grant Notice. Notwithstanding the foregoing, vesting of
your Units shall be accelerated both (i) in the circumstances provided in
Section 12(c) of the Plan and (ii) under the circumstances set forth in Section
4 below. The shares of Common Stock underlying the Units, to the extent the
Units have vested, will be delivered in accordance with Section 5 below.

      2. NUMBER OF SHARES. The number of shares of Common Stock underlying the
Units will be adjusted from time to time for Capitalization Adjustments, as
provided in the Plan.

      3. PAYMENT. This Award was granted in consideration of your past services
to the Company. Subject to Section 10 below, you will not be required to make
any payment to the Company with respect to your receipt of the Award, vesting of
the Units or the delivery of the shares of Common Stock underlying the Units.

      4. TERMINATION OF CONTINUOUS SERVICE; ACCELERATION OF VESTING. In the
event your Continuous Service terminates for any reason, you will be credited
with the vesting that has accrued under your Award as of the date of such
termination; provided, however, that the Units automatically shall become vested
in full as of the effective date of such termination (i) if your Continuous
Service terminates pursuant to any of clauses (iv), (v) or (vi) of Section 6(a)
of the employment agreement that you entered into with the Company on September
5, 2003, as amended from time to time (the "Employment Agreement"), or (ii) if
such termination is the result of your death or Disability (as such term is
defined in your Employment Agreement).

      5. DELIVERY OF SHARES; STOCK CERTIFICATES. Subject to Section 10 below,
your vested Units shall be converted into shares of Common Stock, and a stock
certificate or electronic entry evidencing such shares shall be delivered to
you, no later than the fifth (5th) business day following termination of your
Continuous Service or, in the event such termination is pursuant to Section
6(a)(vi) of the Employment Agreement, concurrently with such termination;
provided, however, that if, pursuant to Section 162(m) of the Code, any
regulation thereunder or any successor statute, the conversion and delivery on
such date would prevent the

                                       1



Company from claiming the compensation expense arising with respect to the
shares delivered to you as a deduction for federal income tax purposes, then
such conversion and delivery shall be deferred until the earliest date that
would permit such deduction; provided, further, however, that if,
notwithstanding the previous proviso, any applicable federal tax law or
regulation provides that all or any portion of your vested Units or the shares
underlying such Units would be taxable to you prior to the date such Units are
converted into such shares and such shares are delivered to you, then the shares
underlying such portion of your vested Units shall be delivered to you effective
as of the date such vested Units or such underlying shares are taxable to you.

      6. SECURITIES LAW COMPLIANCE. You will not be issued any shares in respect
of your vested Units unless either (a) such shares are then registered under the
Securities Act or (b) the Company has determined that such issuance would be
exempt from the registration requirements of the Securities Act. Your Award also
must comply with other applicable laws and regulations governing the Award, and
you will not receive shares in respect of your vested Units if the Company
determines that such receipt would not be in material compliance with such laws
and regulations.

      7. TRANSFER RESTRICTIONS. Prior to the time that they have been delivered
to you, you may not transfer, pledge, sell or otherwise dispose of the shares in
respect of your Award. For example, you may not use shares that may be issued in
respect of your Units as security for a loan, nor may you transfer, pledge, sell
or otherwise dispose of such shares. This restriction on transfer will lapse
upon delivery to you of shares in respect of your vested Units following your
termination of Continuous Service. Your Award is not transferable, except by
will or by the laws of descent and distribution. Notwithstanding the foregoing,
you may, by delivering written notice to the Company, in a form satisfactory to
the Company, designate a third party who, in the event of your death, shall
thereafter be entitled to receive any distribution of shares in respect of
vested Units pursuant to Section 5 hereof.

      8. AWARD NOT A SERVICE CONTRACT. Your Award is not an employment or
service contract, and nothing in your Award shall be deemed to (i) alter the
terms of your Employment Agreement or (ii) create in any way whatsoever any
obligation on your part to continue in the employ of the Company or any
Affiliate thereof, or on the part of the Company or any Affiliate thereof to
continue your employment or service. In addition, nothing in your Award shall
obligate the Company or any Affiliate thereof, their respective stockholders,
boards of directors, officers or employees to continue any relationship that you
might have as a director or consultant for the Company or any Affiliate thereof.

      9. UNSECURED OBLIGATION. Your Award is unfunded, and even as a holder of
vested Units subject to your Award, you shall be considered an unsecured
creditor of the Company with respect to the Company's obligation, if any, to
distribute shares pursuant to Section 5 hereof.

      10. WITHHOLDING OBLIGATIONS.

            (a) At the time you receive a distribution of shares of Common Stock
in respect of vested Units pursuant to your Award, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any
other amounts payable to you,

                                       2



and otherwise agree to make adequate provision for any sums required to satisfy
the federal, state, local and foreign tax withholding obligations of the Company
or any Affiliate thereof, if any, which arise in connection with such
distribution. Such withholding obligations may be satisfied by your
relinquishment of your right to receive a portion of the shares otherwise
issuable to you in respect of vested Units pursuant to the Award; provided,
however, that you shall not be authorized to relinquish your right to shares
with a fair market value in excess of the amount required to satisfy the minimum
amount of tax required to be withheld by law.

            (b) Unless the tax withholding obligations of the Company and/or any
Affiliate thereof are satisfied, the Company shall have no obligation to deliver
to you a certificate for shares in respect of your vested Units.

      11. NOTICES. Any notices provided for in your Award or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the last address
you provided to the Company.

      12. MISCELLANEOUS.

            (a) The rights and obligations of the Company with respect to your
Award shall be transferable to any one or more persons or entities, and all
covenants and agreements hereunder shall inure to the benefit of, and be
enforceable by the Company's successors and assigns.

            (b) You agree upon request to execute any further documents or
instruments necessary or desirable in the sole determination of the Company to
carry out the purposes or intent of your Award.

            (c) You acknowledge and agree that you have reviewed your Award in
its entirety, have had an opportunity to obtain the advice of counsel prior to
executing and accepting your Award and fully understand all provisions of your
Award.

      13. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your Award, and
is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the Plan. In
the event of any conflict between the provisions of your Award and those of the
Plan, the provisions of the Plan shall control.

                                       3



                                  ATTACHMENT II

                           1999 INCENTIVE EQUITY PLAN

EX-10.4

                                                                    EXHIBIT 10.4

                                 URS CORPORATION
                             RESTRICTED STOCK AWARD

                                  GRANT NOTICE
                          (1999 EQUITY INCENTIVE PLAN)

URS Corporation (the "Company"), pursuant to its 1999 Incentive Equity Plan (the
"Plan"), hereby grants to Participant the right to receive the number of shares
of the Company's Common Stock set forth below ("Award"). This Award is subject
to all of the terms and conditions as set forth herein and in the Restricted
Stock Award Agreement and the Plan, each of which are attached hereto and
incorporated herein in their entirety.

Participant:
Date of Grant:
Vesting Commencement Date:
Number of Shares Subject to Award:
Participant's Social Security Number:                ___________
Fair Market Value Per Share:                         $

VESTING SCHEDULE:       25% of the shares vest on the first anniversary of the
                        Vesting Commencement Date.

                        25% of the shares vest on the second anniversary of the
                        Vesting Commencement Date.

                        25% of the shares vest on the third anniversary of the
                        Vesting Commencement Date.

                        25% of the shares vest on the fourth anniversary of the
                        Vesting Commencement Date.

ADDITIONAL TERMS/ACKNOWLEDGEMENTS: The undersigned Participant acknowledges
receipt of, and understands and agrees to, this Grant Notice, the Restricted
Stock Award Agreement and the Plan. Participant further acknowledges that this
Grant Notice, the Restricted Stock Award Agreement and the Plan set forth the
entire understanding between Participant and the Company regarding the award of
Common Stock in the Company and supersede all prior oral and written agreements
on that subject with the exception of awards previously granted and delivered to
Participant under the Plan.

URS CORPORATION                                              OPTIONHOLDER:

By:    _________________________           By: _________________________________
       [NAME]                                  [NAME]

Date:  _________________________           Date: _______________________________

ATTACHMENTS: Restricted Stock Award Agreement and 1999 Incentive Equity Plan



                                  ATTACHMENT I

                        RESTRICTED STOCK AWARD AGREEMENT



                                 URS CORPORATION
                           1999 INCENTIVE EQUITY PLAN

                 RESTRICTED STOCK AWARD AGREEMENT FOR __________

      Pursuant to the Restricted Stock Award Grant Notice ("Grant Notice") and
this Restricted Stock Award Agreement (collectively, the "Award") and in
consideration of your past services, URS Corporation (the "Company") has awarded
you a restricted stock award under its 1999 Incentive Equity Plan (the "Plan")
for the number of shares of the Company's Common Stock subject to the Award
indicated in the Grant Notice. Except where indicated otherwise, defined terms
not explicitly defined in this Restricted Stock Award Agreement but defined in
the Plan shall have the same definitions as in the Plan.

      The details of your Award are as follows:

      1. VESTING. Subject to the limitations contained herein and the provisions
contained in the employment agreement that you entered into with the Company on
September 8, 2000, as amended from time to time (the "Employment Agreement"),
and subject to acceleration under certain circumstances set forth below, your
Award shall vest as provided in the Grant Notice. The shares subject to your
Award will be held by the Company until your interest in such shares vests. As
each portion of your interest in the shares vests, the Company shall issue you a
stock certificate covering such vested shares.

      2. NUMBER OF SHARES. The number of shares subject to your Award may be
adjusted from time to time for Capitalization Adjustments, as provided in the
Plan.

      3. PAYMENT. This Award was granted in consideration of your past services
to the Company. You will not be required to make any payment to the Company with
respect to your receipt of the Award or the vesting thereof.

      4. SECURITIES LAW COMPLIANCE. You will not be issued any shares under your
Award unless the shares are either (a) then registered under the Securities Act
or (b) the Company has determined that such issuance would be exempt from the
registration requirements of the Securities Act. Your Award must also comply
with other applicable laws and regulations governing the Award, and you will not
receive such shares if the Company determines that such receipt would not be in
material compliance with such laws and regulations.

      5. TRANSFER RESTRICTIONS. Prior to the time that they have vested, you may
not transfer, pledge, sell or otherwise dispose of the shares subject to the
Award. For example, you may not use shares subject to the Award that have not
vested as security for a loan. In addition, you may not transfer, pledge, sell
or otherwise dispose of the shares subject to the Award that have vested at any
time when applicable securities laws or Company policies would prohibit such a
transfer. This restriction on the transfer of vested shares will lapse upon your
termination of Continuous Service. Notwithstanding the foregoing, you may, by
delivering written notice to the Company, in a form satisfactory to the Company,
designate a third party who, in the event of your death, shall thereafter be
entitled to receive vested shares as of the date of your death.

                                       1.



      6. TERMINATION OF CONTINUOUS SERVICE.

            (a) Except as may be provided in your Employment Agreement (subject,
however, to Section 7 hereof), in the event your Continuous Service terminates
for reasons other than your death or Disability (as that term is defined in your
Employment Agreement), you will be credited with the vesting that has accrued
under your Award as of the date of your termination of Continuous Service.
Except as may be provided in your Employment Agreement (subject, however, to
Section 7 hereof), you will accrue no additional vesting of your Award following
your termination of Continuous Service. To the extent your Award is not vested
on the date of your termination, it shall automatically lapse on such date.

            (b) In the event your Continuous Service terminates due to your
death, the Award automatically shall become vested in full as of the date of
your death and your rights under the Award shall pass by will or the laws of
descent and distribution; provided, however, that you may designate a
beneficiary to receive your vested shares as set forth in Section 5 hereof.

            (c) In the event your Continuous Service terminates due to your
Disability (as that term is defined in your Employment Agreement), the Award
automatically shall become vested in full as of the date of your termination of
Continuous Service.

      7. CHANGE IN CONTROL. In the event of a Change in Control (as defined
below) prior to the date on which your Continuous Service terminates, the Award
automatically shall become vested in full as of the effective date of the Change
in Control. For purposes of this Award, "Change in Control" shall mean the
occurrence of any of the following events after the first anniversary of the
Date of Grant:

            (a) A change in control required to be reported pursuant to Item
6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act");

            (b) A change in the composition of the Company's Board of Directors,
as a result of which fewer than two-thirds (2/3) of the incumbent directors are
directors who either (i) had been directors of the Company twenty-four (24)
months prior to such change or (ii) were elected, or nominated for election, to
the Board of Directors with the affirmative votes of at least a majority of the
directors who had been directors of the Company twenty-four (24) months prior to
such change and who were still in office at the time of the election or
nomination; or

            (c) Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) through the acquisition or aggregation of securities is or
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing twenty percent (20%) or more of the combined voting power
of the Company's then outstanding securities ordinarily (and apart from rights
accruing under special circumstances) having the right to vote at elections of
directors (the "Base Capital Stock"); except that:

                  (i) The beneficial ownership by a person of twenty percent
(20%) or more, but less than a majority, of the Base Capital Stock shall not
constitute a Change in Control if such beneficial ownership was acquired in the
ordinary course of such person's business and

                                       2.



not with the purpose or effect of changing or influencing the control of the
Company and if such person is eligible to file a short-form statement on
Schedule 13G under Rule 13d-1 under the Exchange Act with respect to such
beneficial ownership; and

                  (ii) The beneficial ownership by Blum Capital Partners, L.P.
and any person "affiliated" (within the meaning of the Exchange Act) with Blum
Capital Partners, L.P. (collectively, "Blum") of the Base Capital Stock shall
not constitute a Change in Control unless and until Blum, either alone or as a
member of a group that constitutes a "person" (as defined above), beneficially
owns an aggregate of over twenty-five percent (25%) of the Base Capital Stock.

The definitions of "Change in Control" contained in the Plan and in your
Employment Agreement shall have no application to the Award.

      8. RESTRICTIVE LEGENDS. The shares issued under your Award shall be
endorsed with appropriate legends determined by the Company.

      9. RIGHTS AS A STOCKHOLDER. You shall exercise all rights and privileges
of a stockholder of the Company with respect to the shares subject to your
Award. You shall be deemed to be the holder of the shares for purposes of
receiving any dividends which may be paid with respect to such shares and for
purposes of exercising any voting rights relating to such shares, even if some
or all of such shares have not yet vested.

      10. AWARD NOT A SERVICE CONTRACT. Your Award is not an employment or
service contract, and nothing in your Award shall be deemed to (i) alter the
terms of your Employment Agreement or (ii) create in any way whatsoever any
obligation on your part to continue in the employ of the Company or any
affiliate thereof, or on the part of the Company or any affiliate thereof to
continue your employment or service. In addition, nothing in your Award shall
obligate the Company or any affiliate thereof, their respective stockholders,
boards of directors, officers or employees to continue any relationship that you
might have as a director or consultant for the Company or any affiliate thereof.

      11. WITHHOLDING OBLIGATIONS.

            (a) At the time your Award is made, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any
other amounts payable to you, and otherwise agree to make adequate provision for
any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Company or any affiliate thereof, if any, which
arise in connection with your Award. Such withholding obligations may be
satisfied by your relinquishment of your right to receive a portion of the
shares otherwise issuable to you pursuant to the Award; provided, however, that
you shall not be authorized to relinquish your right to shares with a fair
market value in excess of the amount required to satisfy the minimum amount of
tax required to be withheld by law.

            (b) Unless the tax withholding obligations of the Company and/or any
affiliate thereof are satisfied, the Company shall have no obligation to issue a
certificate for such shares or release such shares from any escrow provided for
herein.

                                       3.



      12. TAX CONSEQUENCES. The acquisition and vesting of the shares may have
adverse tax consequences to you that may be mitigated by filing an election
under Section 83(b) of the Code. Such election must be filed within thirty (30)
days after the date of the grant of your Award. YOU ACKNOWLEDGE THAT IT IS YOUR
OWN RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE
SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY TO MAKE THE FILING ON YOUR
BEHALF.

      13. NOTICES. Any notices provided for in your Award or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the last address
you provided to the Company.

      14. MISCELLANEOUS.

            (a) The rights and obligations of the Company under your Award shall
be transferable to any one or more persons or entities, and all covenants and
agreements hereunder shall inure to the benefit of, and be enforceable by the
Company's successors and assigns. Your rights and obligations under your Award
may only be assigned with the prior written consent of the Company.

            (b) You agree upon request to execute any further documents or
instruments necessary or desirable in the sole determination of the Company to
carry out the purposes or intent of your Award.

            (c) You acknowledge and agree that you have reviewed your Award in
its entirety, have had an opportunity to obtain the advice of counsel prior to
executing and accepting your Award and fully understand all provisions of your
Award.

      15. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your Award, and
is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the Plan. In
the event of any conflict between the provisions of your Award and those of the
Plan, the provisions of the Plan shall control.

                                       4.



                                  ATTACHMENT II

                           1999 INCENTIVE EQUITY PLAN

EX-10.5

                                                                    EXHIBIT 10.5

                                 URS CORPORATION
                             RESTRICTED STOCK AWARD

                                  GRANT NOTICE
                          (1999 EQUITY INCENTIVE PLAN)

URS Corporation (the "Company"), pursuant to its 1999 Incentive Equity Plan (the
"Plan"), hereby grants to Participant the right to receive the number of shares
of the Company's Common Stock set forth below ("Award"). This Award is subject
to all of the terms and conditions as set forth herein and in the Restricted
Stock Award Agreement and the Plan, each of which are attached hereto and
incorporated herein in their entirety.

Participant:                                         __________________
Date of Grant:                                       __________________
Vesting Commencement Date:                           __________________
Number of Shares Subject to Award:                   __________________
Participant's Social Security Number:                __________________
Fair Market Value Per Share:                         $_______

VESTING SCHEDULE:   25% of the shares vest on the first anniversary of the
                    Vesting Commencement Date.

                    25% of the shares vest on the second anniversary of the
                    Vesting Commencement Date.

                    25% of the shares vest on the third anniversary of the
                    Vesting Commencement Date.

                    25% of the shares vest on the fourth anniversary of the
                    Vesting Commencement Date.

ADDITIONAL TERMS/ACKNOWLEDGEMENTS: The undersigned Participant acknowledges
receipt of, and understands and agrees to, this Grant Notice, the Restricted
Stock Award Agreement and the Plan. Participant further acknowledges that this
Grant Notice, the Restricted Stock Award Agreement and the Plan set forth the
entire understanding between Participant and the Company regarding the award of
Common Stock in the Company and supersede all prior oral and written agreements
on that subject with the exception of awards previously granted and delivered to
Participant under the Plan.

URS CORPORATION                                              OPTIONHOLDER:

By: ____________________________           By: _________________________________
    Kent P. Ainsworth                          [NAME]
    Executive Vice President and
    Chief Financial Officer

Date: __________________________           Date: _______________________________

ATTACHMENTS: Restricted Stock Award Agreement and 1999 Incentive Equity Plan



                                  ATTACHMENT I

                        RESTRICTED STOCK AWARD AGREEMENT



                                 URS CORPORATION
                           1999 INCENTIVE EQUITY PLAN

                      RESTRICTED STOCK AWARD AGREEMENT FOR

      Pursuant to the Restricted Stock Award Grant Notice ("Grant Notice") and
this Restricted Stock Award Agreement (collectively, the "Award") and in
consideration of your past services, URS Corporation (the "Company") has awarded
you a restricted stock award under its 1999 Incentive Equity Plan (the "Plan")
for the number of shares of the Company's Common Stock subject to the Award
indicated in the Grant Notice. Except where indicated otherwise, defined terms
not explicitly defined in this Restricted Stock Award Agreement but defined in
the Plan shall have the same definitions as in the Plan.

      The details of your Award are as follows:

      1. VESTING. Subject to the limitations contained herein, your Award shall
vest as provided in your Grant Notice, provided that vesting shall cease upon
the termination of your Continuous Service. Notwithstanding the foregoing, your
Award shall become vested in its entirety in the circumstances provided in
Section 12(c) of the Plan. The shares subject to your Award will be held by the
Company until your interest in such shares vests. As each portion of your
interest in the shares vests, the Company shall issue you a stock certificate
covering such vested shares.

      2. NUMBER OF SHARES. The number of shares subject to your Award may be
adjusted from time to time for Capitalization Adjustments, as provided in the
Plan.

      3. PAYMENT. This Award was granted in consideration of your past services
to the Company and its Affiliates. You will not be required to make any payment
to the Company with respect to your receipt of the Award or the vesting thereof.

      4. SECURITIES LAW COMPLIANCE. You will not be issued any shares under your
Award unless the shares are either (a) then registered under the Securities Act
or (b) the Company has determined that such issuance would be exempt from the
registration requirements of the Securities Act. Your Award must also comply
with other applicable laws and regulations governing the Award, and you will not
receive such shares if the Company determines that such receipt would not be in
material compliance with such laws and regulations.

      5. TRANSFER RESTRICTIONS. Prior to the time that they have vested, you may
not transfer, pledge, sell or otherwise dispose of the shares subject to the
Award. For example, you may not use shares subject to the Award that have not
vested as security for a loan. In addition, you may not transfer, pledge, sell
or otherwise dispose of the shares subject to the Award that have vested at any
time when applicable securities laws or Company policies would prohibit such a
transfer. This restriction on the transfer of vested shares will lapse upon your
termination of Continuous Service. Notwithstanding the foregoing, you may, by
delivering written notice to the Company, in a form satisfactory to the Company,
designate a third party who, in the event of your death, shall thereafter be
entitled to receive vested shares as of the date of your death.

                                       1





      6. TERMINATION OF CONTINUOUS SERVICE.

            (a) Except as provided in Section 1 hereof, in the event your
Continuous Service terminates for reasons other than your death or Disability,
you will be credited with the vesting that has accrued under your Award as of
the date of your termination of Continuous Service. Except as provided in
Section 1 hereof, you will accrue no additional vesting of your Award following
your termination of Continuous Service. To the extent your Award is not vested
on the date of your termination, it shall automatically lapse on such date.

            (b) In the event your Continuous Service terminates due to your
death, the Award automatically shall become vested in full as of the date of
your death and your rights under the Award shall pass by will or the laws of
descent and distribution; provided, however, that you may designate a
beneficiary to receive your vested shares as set forth in Section 5 hereof.

            (c) In the event your Continuous Service terminates due to your
Disability, the Award automatically shall become vested in full as of the date
of your termination of Continuous Service.

      7. RESTRICTIVE LEGENDS. The shares issued under your Award shall be
endorsed with appropriate legends determined by the Company.

      8. RIGHTS AS A STOCKHOLDER. You shall exercise all rights and privileges
of a stockholder of the Company with respect to the shares subject to your
Award. You shall be deemed to be the holder of the shares for purposes of
receiving any dividends which may be paid with respect to such shares and for
purposes of exercising any voting rights relating to such shares, even if some
or all of such shares have not yet vested.

      9. AWARD NOT A SERVICE CONTRACT. Your Award is not an employment or
service contract, and nothing in your Award shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the Company
or any Affiliate thereof, or on the part of the Company or any Affiliate thereof
to continue your employment or service. In addition, nothing in your Award shall
obligate the Company or any Affiliate thereof, their respective stockholders,
boards of directors, officers or employees to continue any relationship that you
might have as a director or consultant for the Company or any Affiliate thereof.

      10.   WITHHOLDING OBLIGATIONS.

            (a) At the time your Award is made, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any
other amounts payable to you, and otherwise agree to make adequate provision for
any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Company or any Affiliate thereof, if any, which
arise in connection with your Award. Such withholding obligations may be
satisfied by your relinquishment of your right to receive a portion of the
shares otherwise issuable to you pursuant to the Award; provided, however, that
you shall not be authorized to relinquish your right to shares with a fair
market value in excess of the amount required to satisfy the minimum amount of
tax required to be withheld by law.

                                       2



            (b) Unless the tax withholding obligations of the Company and/or any
Affiliate thereof are satisfied, the Company shall have no obligation to issue a
certificate for such shares or release such shares from any escrow provided for
herein.

      11. TAX CONSEQUENCES. The acquisition and vesting of the shares may have
adverse tax consequences to you that may be mitigated by filing an election
under Section 83(b) of the Code. Such election must be filed within thirty (30)
days after the date of the grant of your Award. YOU ACKNOWLEDGE THAT IT IS YOUR
OWN RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE
SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY TO MAKE THE FILING ON YOUR
BEHALF.

      12. NOTICES. Any notices provided for in your Award or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the last address
you provided to the Company.

      13. MISCELLANEOUS.

            (a) The rights and obligations of the Company under your Award shall
be transferable to any one or more persons or entities, and all covenants and
agreements hereunder shall inure to the benefit of, and be enforceable by the
Company's successors and assigns. Your rights and obligations under your Award
may only be assigned with the prior written consent of the Company.

            (b) You agree upon request to execute any further documents or
instruments necessary or desirable in the sole determination of the Company to
carry out the purposes or intent of your Award.

            (c) You acknowledge and agree that you have reviewed your Award in
its entirety, have had an opportunity to obtain the advice of counsel prior to
executing and accepting your Award and fully understand all provisions of your
Award.

      14. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your Award, and
is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the Plan. In
the event of any conflict between the provisions of your Award and those of the
Plan, the provisions of the Plan shall control.

                                       3



                                  ATTACHMENT II

                           1999 INCENTIVE EQUITY PLAN

EX-10.6

                                                                    EXHIBIT 10.6

                                 URS CORPORATION
                           1999 EQUITY INCENTIVE PLAN

                       NONSTATUTORY STOCK OPTION AGREEMENT

      Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock
Option Agreement, URS Corporation (the "Company") has granted you an option
under its 1999 Equity Incentive Plan (the "Plan") to purchase the number of
shares of the Company's Common Stock indicated in your Grant Notice at the
exercise price indicated in your Grant Notice. Defined terms not explicitly
defined in this Stock Option Agreement but defined in the Plan shall have the
same definitions as in the Plan.

      The details of your option are as follows:

      1. VESTING. Subject to the limitations contained herein, your option shall
vest as provided in the Grant Notice. Notwithstanding the foregoing, the vesting
of your option shall be accelerated both (i) in the circumstances provided in
Section 12(c) of the Plan and (ii) as provided in Sections 2 and 3 below.

      2. TERMINATION OF CONTINUOUS SERVICE.

            (a) In the event your Continuous Service terminates due to your
death, the option automatically shall become vested in its entirety as of the
date of your death and your rights under the option shall pass by will or the
laws of descent and distribution; provided, however, that you may designate a
beneficiary to exercise your option as set forth in Section 10 hereof.

            (b) In the event your Continuous Service terminates due to your
Disability (as that term is defined in the employment agreement you entered into
with the Company on September 8, 2000, as amended from time to time (the
"Employment Agreement")), the option automatically shall become vested in its
entirety as of the date of your termination of Continuous Service.

            (c) In the event you terminate your Continuous Service for Good
Reason (as that term is defined in your Employment Agreement) within one (1)
month of the occurrence of the event constituting Good Reason, or your
Continuous Service is terminated by the Company for any reason other than Cause
(as that term is defined in your Employment Agreement), you shall be credited
with one (1) additional year of vesting under your option.

            (d) In the event you terminate your Continuous Service without Good
Reason or your Continuous Service is terminated by the Company for Cause, you
shall be credited only with the vesting that has accrued under your option as of
the date of your termination of Continuous Service.

                                       1



            (e) To the extent your option is not fully vested on the date of
your termination of Continuous Service pursuant to Sections 2(a) - (d) above, it
shall automatically lapse on such date.

      3. CHANGE IN CONTROL. Notwithstanding Section 2 above, your option shall
become vested in its entirety in the event that a Change in Control (as defined
below) occurs with respect to the Company prior to your termination of
Continuous Service; provided that, notwithstanding any definition in your
Employment Agreement to the contrary, "Change in Control" for the purpose of the
vesting of this option shall mean the occurrence of any of the following events
after the Date of Grant:

            (a) A change in control required to be reported pursuant to Item
6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act");

            (b) A change in the composition of the Company's Board of Directors,
as a result of which fewer than two-thirds (2/3) of the incumbent directors are
directors who either (i) had been directors of the Company twenty-four (24)
months prior to such change or (ii) were elected, or nominated for election, to
the Board of Directors with the affirmative votes of at least a majority of the
directors who had been directors of the Company twenty-four (24) months prior to
such change and who were still in office at the time of the election or
nomination; or

            (c) Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) through the acquisition or aggregation of securities is or
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing twenty percent (20%) or more of the combined voting power
of the Company's then outstanding securities ordinarily (and apart from rights
accruing under special circumstances) having the right to vote at elections of
directors (the "Base Capital Stock"); except that:

                  (i) The beneficial ownership by a person of twenty percent
(20%) or more, but less than a majority, of the Base Capital Stock shall not
constitute a Change in Control if such beneficial ownership was acquired in the
ordinary course of such person's business and not with the purpose or effect of
changing or influencing the control of the Company and if such person is
eligible to file a short-form statement on Schedule 13G under Rule 13d-1 under
the Exchange Act with respect to such beneficial ownership; and

                  (ii) The beneficial ownership by Blum Capital Partners, L.P.
and any person "affiliated" (within the meaning of the Exchange Act) with Blum
Capital Partners, L.P. (collectively, "Blum") of the Base Capital Stock shall
not constitute a Change in Control unless and until Blum, either alone or as a
member of a group that constitutes a "person" (as defined above), beneficially
owns an aggregate of over twenty-five percent (25%) of the Base Capital Stock.

The definitions of "Change in Control" contained in the Plan and in your
Employment Agreement shall have no application to this Stock Option Agreement.

                                       2



      4. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common
Stock subject to your option and your exercise price per share referenced in
your Grant Notice may be adjusted from time to time for Capitalization
Adjustments, as provided in the Plan.

      5. METHOD OF PAYMENT. Payment of the exercise price is due in full upon
exercise of all or any part of your option as follows:

            (a) You may elect to make payment of the exercise price in any
manner PERMITTED BY YOUR GRANT NOTICE, which may include one or more of the
following:

                  (i) In cash or by check;

                  (ii) In the Company's sole discretion at the time your option
is exercised, and provided that at the time of exercise the Common Stock is
publicly traded and quoted regularly in The Wall Street Journal, pursuant to a
same day sale program developed under Regulation T as promulgated by the Federal
Reserve Board that, prior to the issuance of Common Stock, results in either the
receipt of cash (or check) by the Company or the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company from the sales
proceeds; or

                  (iii) Provided that at the time of exercise the Common Stock
is publicly traded and quoted regularly in The Wall Street Journal, by delivery
of already-owned shares of Common Stock either that you have held for the period
required to avoid a charge to the Company's reported earnings (generally six
months) or that you did not acquire, directly or indirectly from the Company,
that are owned free and clear of any liens, claims, encumbrances or security
interests, and that are valued at Fair Market Value on the date of exercise.
"Delivery" for these purposes, in the sole discretion of the Company at the time
you exercise your option, shall include delivery to the Company of your
attestation of ownership of such shares of Common Stock in a form approved by
the Company. Notwithstanding the foregoing, you may not exercise your option by
tender to the Company of Common Stock to the extent such tender would violate
the provisions of any law, regulation or agreement restricting the redemption of
the Company's stock.

            (b) If and when expressly authorized by the Compensation Committee
of the Board of Directors and PERMITTED BY YOUR GRANT NOTICE, you may "net
exercise" your option in such manner as the Compensation Committee may
authorize, whereby the Company will deliver to you upon such exercise, subject
to withholding pursuant to Section 10 below, that number of shares equal to the
quotient of (i) the excess of the aggregate Fair Market Value of the number of
shares of Common Stock as to which your option is being exercised over the
aggregate exercise price of your option as to such number of shares, divided by
(ii) the Fair Market Value.

      6. MINIMUM EXERCISE. You may not exercise your option for less than one
hundred (100) shares of Common Stock at any one time, except that it may be
exercised for all of the Common Stock remaining subject to the option if fewer
than one hundred (100) shares remain. You may exercise your option only for
whole shares of Common Stock.

                                       3



      7. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the shares of Common
Stock issuable upon such exercise are then registered under the Securities Act
or, if such shares of Common Stock are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your option must also comply
with other applicable laws and regulations governing your option, and you may
not exercise your option if the Company determines that such exercise would not
be in material compliance with such laws and regulations.

      8. TERM. You may not exercise your option before the commencement of its
term or after its term expires. Subject to Section 12(c) of the Plan and the
provisions of your Employment Agreement, the term of your option commences on
the Date of Grant and expires upon the EARLIEST of the following:

            (a) three (3) months after the termination of your Continuous
Service for any reason other than your retirement from the Company on or after
the date you attain age 65, Disability or death, provided that if during any
part of such three- (3-) month period you may not exercise your option solely
because of the condition set forth in the preceding paragraph relating to
"Securities Law Compliance," your option shall not expire until the earlier of
the Expiration Date or until it shall have been exercisable for an aggregate
period of three (3) months after the termination of your Continuous Service;

            (b) three (3) years after your retirement from the Company, if such
retirement occurs on or after the date you attain age 65;

            (c) twelve (12) months after the termination of your Continuous
Service due to your Disability;

            (d) twelve (12) months after your death if you die either during
your Continuous Service or within three (3) months after your Continuous Service
terminates for any reason other than your retirement from the Company on or
after the date you attain age 65;

            (e) the Expiration Date indicated in your Grant Notice; or

            (f) the day before the tenth (10th) anniversary of the Date of
Grant.

      9. EXERCISE.

            (a) You may exercise the vested portion of your option during its
term by delivering a Notice of Exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require.

            (b) By exercising your option you agree that, as a condition to any
exercise of your option, the Company may require you to enter into an
arrangement providing for the

                                       4





payment by you to the Company of any tax withholding obligation of the Company
arising by reason of (1) the exercise of your option or (2) the disposition of
shares of Common Stock acquired upon such exercise.

      10. TRANSFERABILITY. Your option is not transferable, except by will or by
the laws of descent and distribution, and is exercisable during your life only
by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise your
option.

      11. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or
service contract, and nothing in your option shall be deemed to (i) alter the
terms of your Employment Agreement or (ii) create in any way whatsoever any
obligation on your part to continue in the employ of the Company or an
Affiliate, or of the Company or an Affiliate to continue your employment. In
addition, nothing in your option shall obligate the Company or an Affiliate,
their respective shareholders, Boards of Directors, Officers or Employees to
continue any relationship that you might have as a Director or Consultant for
the Company or an Affiliate.

      12. WITHHOLDING OBLIGATIONS.

            (a) At the time you exercise your option, in whole or in part, or at
any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise
agree to make adequate provision for (including by means of a "cashless
exercise" pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an affiliate, if any, which arise in connection
with your option.

            (b) Upon your request and subject to approval by the Company, in its
sole discretion, and compliance with any applicable conditions or restrictions
of law, the Company may withhold from fully vested shares of Common Stock
otherwise issuable to you upon the exercise of your option a number of whole
shares of Common Stock having a Fair Market Value, determined by the Company as
of the date of exercise, that satisfies federal, state, local and foreign tax
obligations of the Company and you; provided that the Company shall not withhold
shares of Common Stock at rates in excess of the minimum statutory withholding
rates imposed upon the Company for federal and state tax purposes if such
withholding would result in a charge to the Company's earnings for accounting
purposes. Any adverse consequences to you arising in connection with such share
withholding procedure shall be your sole responsibility.

            (c) You may not exercise your option unless the tax withholding
obligations of the Company and/or any Affiliate are satisfied. Accordingly, you
may not be able to exercise your option when desired even though your option is
vested, and the Company shall have no obligation to issue a certificate for such
shares of Common Stock or release such shares of Common Stock from any escrow
provided for herein.

                                       5



      13. NOTICES. Any notices provided for in your option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by mail by the Company to you, five (5) days after
deposit in the United States mail, postage prepaid, addressed to you at the last
address you provided to the Company.

      14. GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your option, and
is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the Plan. In
the event of any conflict between the provisions of your option and those of the
Plan, the provisions of the Plan shall control.

                                       6

EX-10.7

                                                                    EXHIBIT 10.7

                                 URS CORPORATION
                     NONSTATUTORY STOCK OPTION GRANT NOTICE
                          (1999 EQUITY INCENTIVE PLAN)

URS Corporation (the "Company"), pursuant to its 1999 Equity Incentive Plan (the
"Plan"), hereby grants to Optionholder a nonstatutory stock option to purchase
the number of shares of the Company's Common Stock set forth below. This option
is subject to all of the terms and conditions as set forth herein and in the
Stock Option Agreement, the Plan and the Notice of Exercise, all of which are
attached hereto and incorporated herein in their entirety.

Optionholder:                              _____________________________________
Date of Grant:                             _____________________________________
Vesting Commencement Date:                 _____________________________________
Number of Shares Subject to Option:        _____________________________________
Exercise Price (Per Share):                _____________________________________
Total Exercise Price:                      _____________________________________
Expiration Date:                           _____________________________________

VESTING SCHEDULE:       1/3rd of the shares vest on the first anniversary of the
                        Vesting Commencement Date.

                        1/3rd of the shares vest on the second anniversary of
                        the Vesting Commencement Date.

                        1/3rd of the shares vest on the third anniversary of the
                        Vesting Commencement Date.

PAYMENT:          A.    By one or a combination of the following methods
                        (described in the Stock Option Agreement):

             1.         By cash or check;

                        2. Pursuant to a Regulation T Program (a "same day sale"
                        program); or

                        3. By delivery of already-owned shares;

                OR

                  B.    By "net exercise" of the option in such manner as may be
                        expressly authorized by the Compensation Committee of
                        the Board of Directors.

ADDITIONAL TERMS/ACKNOWLEDGEMENTS: The undersigned Optionholder acknowledges
receipt of, and understands and agrees to, this Grant Notice, the Stock Option
Agreement and the Plan. Optionholder further acknowledges that as of the Date of
Grant, this Grant Notice, the Stock Option Agreement and the Plan set forth the
entire understanding between Optionholder and the Company regarding the
acquisition of stock in the Company and supersede all prior oral and written
agreements on that subject with the exception of (i) options previously granted
and delivered to Optionholder under the Plan, and (ii) the following agreements
only:

            OTHER AGREEMENTS:              _____________________________________
                                           _____________________________________

URS CORPORATION                                               OPTIONHOLDER:

By:    ______________________                   _________________________
             Signature                                   Signature

Title: ______________________              Date:_________________________

Date:  ______________________

ATTACHMENTS: Stock Option Agreement, 1999 Equity Incentive Plan and Notice of
Exercise



                                  ATTACHMENT I

                      -NONSTATUTORY STOCK OPTION AGREEMENT



                                 URS CORPORATION
                           1999 EQUITY INCENTIVE PLAN

                       NONSTATUTORY STOCK OPTION AGREEMENT

      Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock
Option Agreement, URS Corporation (the "Company") has granted you an option
under its 1999 Equity Incentive Plan (the "Plan") to purchase the number of
shares of the Company's Common Stock indicated in your Grant Notice at the
exercise price indicated in your Grant Notice. Defined terms not explicitly
defined in this Stock Option Agreement but defined in the Plan shall have the
same definitions as in the Plan.

      The details of your option are as follows:

      1. VESTING. Subject to the limitations contained herein, your option will
vest as provided in your Grant Notice, provided that vesting will cease upon the
termination of your Continuous Service.

      2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common
Stock subject to your option and your exercise price per share referenced in
your Grant Notice may be adjusted from time to time for Capitalization
Adjustments, as provided in the Plan.

      3. METHOD OF PAYMENT. Payment of the exercise price is due in full upon
exercise of all or any part of your option as follows:

            (a) You may elect to make payment of the exercise price in any
manner PERMITTED BY YOUR GRANT NOTICE, which may include one or more of the
following:

                  (i) In cash or by check;

                  (ii) In the Company's sole discretion at the time your option
is exercised, and provided that at the time of exercise the Common Stock is
publicly traded and quoted regularly in The Wall Street Journal, pursuant to a
same day sale program developed under Regulation T as promulgated by the Federal
Reserve Board that, prior to the issuance of Common Stock, results in either the
receipt of cash (or check) by the Company or the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company from the sales
proceeds; or

                  (iii) Provided that at the time of exercise the Common Stock
is publicly traded and quoted regularly in The Wall Street Journal, by delivery
of already-owned shares of Common Stock either that you have held for the period
required to avoid a charge to the Company's reported earnings (generally six
months) or that you did not acquire, directly or indirectly from the Company,
that are owned free and clear of any liens, claims, encumbrances or security
interests, and that are valued at Fair Market Value on the date of exercise.
"Delivery"



for these purposes, in the sole discretion of the Company at the time you
exercise your option, shall include delivery to the Company of your attestation
of ownership of such shares of Common Stock in a form approved by the Company.
Notwithstanding the foregoing, you may not exercise your option by tender to the
Company of Common Stock to the extent such tender would violate the provisions
of any law, regulation or agreement restricting the redemption of the Company's
stock.

            (b) If and when expressly authorized by the Compensation Committee
of the Board of Directors and PERMITTED BY YOUR GRANT NOTICE, you may "net
exercise" your option in such manner as the Compensation Committee may
authorize, whereby the Company will deliver to you upon such exercise, subject
to withholding pursuant to Section 10 below, that number of shares equal to the
quotient of (i) the excess of the aggregate Fair Market Value of the number of
shares of Common Stock as to which your option is being exercised over the
aggregate exercise price of your option as to such number of shares, divided by
(ii) the Fair Market Value.

      4. MINIMUM EXERCISE. You may not exercise your option for less than one
hundred (100) shares of Common Stock at any one time, except that it may be
exercised for all of the Common Stock remaining subject to the option if fewer
than one hundred (100) shares remain. You may exercise your option only for
whole shares of Common Stock.

      5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the shares of Common
Stock issuable upon such exercise are then registered under the Securities Act
or, if such shares of Common Stock are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your option must also comply
with other applicable laws and regulations governing your option, and you may
not exercise your option if the Company determines that such exercise would not
be in material compliance with such laws and regulations.

      6. TERM. You may not exercise your option before the commencement of its
term or after its term expires. The term of your option commences on the Date of
Grant and expires upon the EARLIEST of the following:

            (a) three (3) months after the termination of your Continuous
Service for any reason other than your retirement from the Company on or after
the date you attain age 65, Disability or death, provided that if during any
part of such three- (3-) month period you may not exercise your option solely
because of the condition set forth in the preceding paragraph relating to
"Securities Law Compliance," your option shall not expire until the earlier of
the Expiration Date or until it shall have been exercisable for an aggregate
period of three (3) months after the termination of your Continuous Service;

            (b) three (3) years after your retirement from the Company, if such
retirement occurs on or after the date you attain age 65;

            (c) twelve (12) months after the termination of your Continuous
Service due to your Disability;



            (d) twelve (12) months after your death if you die either during
your Continuous Service or within three (3) months after your Continuous Service
terminates for any reason other than your retirement from the Company on or
after the date you attain age 65;

            (e) the Expiration Date indicated in your Grant Notice; or

            (f) the day before the tenth (10th) anniversary of the Date of
Grant.

      7. EXERCISE.

            (a) You may exercise the vested portion of your option during its
term by delivering a Notice of Exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require.

            (b) By exercising your option you agree that, as a condition to any
exercise of your option, the Company may require you to enter into an
arrangement providing for the payment by you to the Company of any tax
withholding obligation of the Company arising by reason of (1) the exercise of
your option or (2) the disposition of shares of Common Stock acquired upon such
exercise.

      8. TRANSFERABILITY. Your option is not transferable, except by will or by
the laws of descent and distribution, and is exercisable during your life only
by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise your
option.

      9. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or
service contract, and nothing in your option shall be deemed to create in any
way whatsoever any obligation on your part to continue in the employ of the
Company or an Affiliate, or of the Company or an Affiliate to continue your
employment. In addition, nothing in your option shall obligate the Company or an
Affiliate, their respective shareholders, Boards of Directors, Officers or
Employees to continue any relationship that you might have as a Director or
Consultant for the Company or an Affiliate.

      10. WITHHOLDING OBLIGATIONS.

            (a) At the time you exercise your option, in whole or in part, or at
any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise
agree to make adequate provision for (including by means of a "cashless
exercise" pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection
with your option.

            (b) Upon your request and subject to approval by the Company, in its
sole discretion, and compliance with any applicable conditions or restrictions
of law, the Company



may withhold from fully vested shares of Common Stock otherwise issuable to you
upon the exercise of your option a number of whole shares of Common Stock having
a Fair Market Value, determined by the Company as of the date of exercise, that
satisfies federal, state, local and foreign tax obligations of the Company and
you; provided that the Company shall not withhold shares of Common Stock at
rates in excess of the minimum statutory withholding rates imposed upon the
Company for federal and state tax purposes if such withholding would result in a
charge to the Company's earnings for accounting purposes. Any adverse
consequences to you arising in connection with such share withholding procedure
shall be your sole responsibility.

            (c) You may not exercise your option unless the tax withholding
obligations of the Company and/or any Affiliate are satisfied. Accordingly, you
may not be able to exercise your option when desired even though your option is
vested, and the Company shall have no obligation to issue a certificate for such
shares of Common Stock or release such shares of Common Stock from any escrow
provided for herein.

      11. NOTICES. Any notices provided for in your option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by mail by the Company to you, five (5) days after
deposit in the United States mail, postage prepaid, addressed to you at the last
address you provided to the Company.

      12. GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your option, and
is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the Plan. In
the event of any conflict between the provisions of your option and those of the
Plan, the provisions of the Plan shall control.

EX-10.8

                                                                    EXHIBIT 10.8

                                 URS CORPORATION

                           1999 EQUITY INCENTIVE PLAN

                              ADOPTED JULY 13, 1999
                    APPROVED BY STOCKHOLDERS OCTOBER 12, 1999
                       AMENDED EFFECTIVE OCTOBER 14, 2003
                       AMENDED EFFECTIVE JANUARY 21, 2004
                         AMENDED EFFECTIVE JULY 12, 2004
                         TERMINATION DATE: JULY 12, 2009

1. PURPOSES.

      (a) ELIGIBLE STOCK AWARD RECIPIENTS. The persons eligible to receive Stock
Awards are the Employees, Directors and Consultants of the Company and its
Affiliates.

      (b) AVAILABLE STOCK AWARDS. The purpose of the Plan is to provide a means
by which eligible recipients of Stock Awards may be given an opportunity to
benefit from increases in value of the Common Stock through the granting of the
following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock
Options, (iii) rights to acquire restricted stock and (iv) Non-Executive
Director Stock Awards.

      (c) GENERAL PURPOSE. The Company, by means of the Plan, seeks to retain
the services of the group of persons eligible to receive Stock Awards, to secure
and retain the services of new members of this group and to provide incentives
for such persons to exert maximum efforts for the success of the Company and its
Affiliates.

2. DEFINITIONS.

      (a) "AFFILIATE" means any parent corporation or subsidiary corporation of
the Company, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

      (b) "BOARD" means the Board of Directors of the Company.

      (c) "CHANGE IN CONTROL" means any transaction, or series of transactions
that occur within a twelve (12) month period, as a result of which the
stockholders of the Company immediately prior to the completion of the
transaction (or, in the case of a series of transactions, immediately prior to
the first transaction in the series) hold, directly or indirectly, less than
fifty percent (50%) of the beneficial ownership (within the meaning of Rule
13d-3 of the Exchange Act or comparable successor rules) of the outstanding
securities of the surviving entity, or, if more than one entity survives the
transaction or transactions, the controlling entity, following such transaction
or transactions.

      (d) "CODE" means the Internal Revenue Code of 1986, as amended.



      (e) "COMMITTEE" means a committee of one or more members of the Board
appointed by the Board in accordance with subsection 3(c).

      (f) "COMMON STOCK" means the common stock of the Company.

      (g) "COMPANY" means URS Corporation, a Delaware corporation.

      (h) "CONSULTANT" means any person, including an advisor, (i) engaged by
the Company or an Affiliate to render consulting or advisory services and who is
compensated for such services or (ii) who is a member of the Board of Directors
of an Affiliate. However, the term "Consultant" shall not include either
Directors who are not compensated by the Company for their services as Directors
or Directors who are merely paid a director's fee by the Company for their
services as Directors.

      (i) "CONTINUOUS SERVICE" means that the Participant's service with the
Company or an Affiliate, whether as an Employee, Director or Consultant, is not
interrupted or terminated. The Participant's Continuous Service shall not be
deemed to have terminated merely because of a change in the capacity in which
the Participant renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the Participant
renders such service, provided that there is no interruption or termination of
the Participant's Continuous Service. For example, a change in status from an
Employee of the Company to a Consultant of an Affiliate or a Director will not
constitute an interruption of Continuous Service. The Board or the chief
executive officer of the Company, in that party's sole discretion, may determine
whether Continuous Service shall be considered interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or
any other personal leave.

      (j) "COVERED EMPLOYEE" means the chief executive officer and the four (4)
other highest compensated officers of the Company for whom total compensation is
required to be reported to stockholders under the Exchange Act, as determined
for purposes of Section 162(m) of the Code.

      (k) "DIRECTOR" means a member of the Board of Directors of the Company.

      (l) "DISABILITY" means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code.

      (m) "EMPLOYEE" means any person employed by the Company or an Affiliate.
Mere service as a Director or payment of a director's fee by the Company or an
Affiliate shall not be sufficient to constitute "employment" by the Company or
an Affiliate.

      (n) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      (o) "FAIR MARKET VALUE" means the closing sales price of a share of Common
Stock on the last market trading day prior to the day of determination, as
reported in The Wall Street Journal or such other source as the Board deems
reliable.



      (p) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

      (q) "1991 PLAN" means the URS Corporation 1991 Stock Incentive Plan.

      (r) "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or a subsidiary, does
not receive compensation (directly or indirectly) from the Company or its parent
or a subsidiary for services rendered as a consultant or in any capacity other
than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act ("Regulation S-K")), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.

      (s) "NON-EXECUTIVE DIRECTOR" means a Director who is not an Employee.

      (t) "NON-EXECUTIVE DIRECTOR STOCK AWARD" means a Stock Award made to a
Non-Executive Director pursuant to Section 8.

      (u) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.

      (v) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

      (w) "OPTION" means an Incentive Stock Option or a Nonstatutory Stock
Option granted pursuant to the Plan.

      (x) "OPTION AGREEMENT" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions of the Plan.

      (y) "OPTIONEE" means a person to whom an Option is granted pursuant to the
Plan or, if applicable, such other person who holds an outstanding Option.

      (z) "OUTSIDE DIRECTOR" means a Director who either (i) is not a current
employee of the Company or an "affiliated corporation" (within the meaning of
Treasury Regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director or (ii) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.

      (aa) "PARTICIPANT" means a person to whom a Stock Award is granted
pursuant to the Plan or, if applicable, such other person who holds an
outstanding Stock Award.





      (bb) "PLAN" means this URS Corporation 1999 Equity Incentive Plan.

      (cc) "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor to Rule 16b-3, as in effect from time to time.

      (dd) "SECURITIES ACT" means the Securities Act of 1933, as amended.

      (ee) "STOCK AWARD" means any right granted under the Plan, including an
Option, a right to acquire restricted stock and a Non-Executive Director Stock
Award.

      (ff) "STOCK AWARD AGREEMENT" means a written agreement between the Company
and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.

      (gg) "TEN PERCENT STOCKHOLDER" means a person who owns (or is deemed to
own pursuant to Section 424(d) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of any of its Affiliates.

3. ADMINISTRATION.

      (a) ADMINISTRATION BY BOARD. The Board shall administer the Plan unless
and until the Board delegates administration to a Committee, as provided in
subsection 3(c). Any interpretation of the Plan by the Board and any decision by
the Board under the Plan shall be final and binding on all persons.

      (b) POWERS OF BOARD. The Board shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

            (i) To determine from time to time which of the persons eligible
under the Plan shall be granted Stock Awards; when and how each Stock Award
shall be granted; what type or combination of types of Stock Award shall be
granted; the provisions of each Stock Award granted (which need not be
identical), including the time or times when a person shall be permitted to
receive Common Stock pursuant to a Stock Award; and the number of shares of
Common Stock with respect to which a Stock Award shall be granted to each such
person.

            (ii) To construe and interpret the Plan and Stock Awards granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award Agreement,
in a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective.

            (iii) To amend the Plan or a Stock Award as provided in Section 14.

            (iv) To suspend or terminate the Plan as provided in Section 15.

            (v) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company which are not in conflict with the provisions of the Plan.




      (c) DELEGATION TO COMMITTEE.

            (i) GENERAL. Subject to the limitation set forth in subsection
3(c)(ii), the Board may delegate administration of the Plan to a Committee or
Committees of one (1) or more members of the Board, and the term "Committee"
shall apply to any person or persons to whom such authority has been delegated.
If administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by the Board, including the power to delegate to a subcommittee any of the
administrative powers the Committee is authorized to exercise (and references in
this Plan to the Board shall thereafter be to the Committee or subcommittee),
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board may
abolish the Committee at any time and revest in the Board the administration of
the Plan.

            (ii) LIMITATION ON DELEGATION. Notwithstanding anything to the
contrary in subsection 3(c)(i), the Board may not delegate the administration of
the Plan to a Committee to the extent such administration would in any way
affect Non-Executive Director Stock Awards described in Section 8.

            (iii) COMMITTEE COMPOSITION. The Committee shall consist solely of
two or more Non-Employee Directors, in accordance with Rule 16b-3 and, in the
discretion of the Board, may consist solely of two or more Outside Directors, in
accordance with Section 162(m) of the Code. Within the scope of such authority,
the Board or the Committee may (1) delegate to a committee of one or more
members of the Board who are not Outside Directors, the authority to grant Stock
Awards to eligible persons who are either (a) not then Covered Employees and are
not expected to be Covered Employees at the time of recognition of income
resulting from such Stock Award or (b) not persons with respect to whom the
Company wishes to comply with Section 162(m) of the Code and/or (2) delegate to
a committee of one or more members of the Board who are not Non-Employee
Directors the authority to grant Stock Awards to eligible persons who are not
then subject to Section 16 of the Exchange Act.

      (d) DELEGATION TO ONE OR MORE COMPANY OFFICERS.

            (i) GENERAL. The Board or the Committee may delegate authority to
one or more Company Officers to (a) grant Stock Awards to eligible persons who
are not then subject to Section 16 of the Exchange Act and (b) determine the
number of such Stock Awards to be received by such eligible persons within such
parameters as the Board or the Committee may establish from time to time. The
delegation of authority shall be subject to such resolutions, not inconsistent
with the provisions of the Plan, as may be adopted from time to time by the
Board or the Committee. The Board or the Committee may abolish any such
delegation of authority at any time and revest in the Board or the Committee the
administration of the Plan.

4. SHARES SUBJECT TO THE PLAN.

      (a) SHARE RESERVE. Subject to the provisions of Section 12 relating to
adjustments upon changes in Common Stock, the Common Stock that may be issued
pursuant to Stock Awards shall not exceed in the aggregate one million five
hundred thousand (1,500,000) shares of Common Stock plus (i) the number of
shares of Common Stock added to the share reserve



pursuant to the next sentence of this subsection 4(a), (ii) the number of shares
of Common Stock remaining available for award under the Company's 1991 Stock
Incentive Plan (the "1991 Plan") on the Effective Date of this Plan, (iii) the
number of shares of Common Stock that were issuable pursuant to options or stock
award agreements under the 1991 Plan that revert to the share reserve pursuant
to subsection 4(b) below and (iv) the number of shares of Common Stock remaining
available for award under the Company's Non-Executive Directors Stock Grant Plan
on the Effective Date of this Plan. As of each July 1, beginning with July 1,
2000 and continuing through and including July 1, 2009, the number of reserved
shares shall be increased automatically by the lesser of (i) five percent (5%)
of the total number of shares of Common Stock outstanding, including for this
purpose outstanding shares of capital stock convertible to Common Stock, on such
date or (ii) one million five hundred thousand (1,500,000) shares of Common
Stock.

      (b) REVERSION OF SHARES TO THE SHARE RESERVE.

            (i) EXPIRATION OR TERMINATION OF STOCK AWARD. If any Stock Award
granted under this Plan or any option or stock award agreement granted under the
1991 Plan shall for any reason expire or otherwise terminate, in whole or in
part, without having been exercised in full, the shares of Common Stock not
acquired under such Stock Award shall revert to and again become available for
issuance under the Plan.

            (ii) ISSUANCE OF COMMON STOCK. To the extent that any shares of
Common Stock are not issued to a Participant upon the exercise of an Option
granted under this Plan, such shares shall revert to and again become available
for issuance under this Plan. If shares of Common Stock are not issued to a
Participant because the Common Stock issuable upon the exercise of the Option is
used to satisfy an applicable tax withholding requirement, such shares will be
deemed not to have been issued to a Participant. In addition, if the exercise
price of any Option is satisfied by a Participant's tender of shares of Common
Stock to the Company (by actual delivery or attestation), only the number of
shares of Common Stock issued net of the shares so tendered shall be deemed
issued to the Participant.

      (c) SOURCE OF SHARES. The shares of Common Stock subject to the Plan may
be unissued shares or reacquired shares, bought on the market or otherwise.

5. ELIGIBILITY.

      (a) ELIGIBILITY FOR SPECIFIC STOCK AWARDS. Incentive Stock Options may be
granted only to Employees. Stock Awards other than Incentive Stock Options may
be granted to Employees, Directors and Consultants. Non-Executive Director Stock
Awards may be granted only to Non-Executive Directors and only pursuant to the
formula set forth in Section 8.

      (b) TEN PERCENT STOCKHOLDERS. A Ten Percent Stockholder shall not be
granted an Incentive Stock Option unless the exercise price of such Option is at
least one hundred ten percent (110%) of the Fair Market Value of the Common
Stock at the date of grant and the Option is not exercisable after the
expiration of five (5) years from the date of grant.

      (c) CONSULTANTS. A Consultant shall not be eligible for the grant of a
Stock Award if, at the time of grant, a Form S-8 Registration Statement under
the Securities Act ("Form S-8") is



not available to register either the offer or the sale of the Company's
securities to such Consultant because of the nature of the services that the
Consultant is providing to the Company, or because the Consultant is not a
natural person, or as otherwise provided by the rules governing the use of Form
S-8, unless the Company determines both (i) that such grant (A) shall be
registered in another manner under the Securities Act (e.g., on a Form S-3
Registration Statement) or (B) does not require registration under the
Securities Act in order to comply with the requirements of the Securities Act,
if applicable, and (ii) that such grant complies with the securities laws of all
other relevant jurisdictions.

      (d) SECTION 162(m) LIMITATION. Subject to the provisions of Section 12
relating to adjustments upon changes in the shares of Common Stock, no Employee
shall be eligible to be granted Options covering more than one million
(1,000,000) shares of the Common Stock during any fiscal year of the Company.

6. OPTION PROVISIONS.

      Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. All Options shall be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of
grant, and, if certificates are issued, a separate certificate or certificates
will be issued for shares of Common Stock purchased on exercise of each type of
Option. The provisions of separate Options need not be identical, but each
Option shall include (through incorporation of provisions hereof by reference in
the Option or otherwise) the substance of each of the following provisions:

      (a) TERM. Subject to the provisions of subsection 5(b) regarding Ten
Percent Stockholders, no Incentive Stock Option shall be exercisable after the
expiration of ten (10) years from the date it was granted.

      (b) EXERCISE PRICE OF AN INCENTIVE STOCK OPTION. Subject to the provisions
of subsection 5(b) regarding Ten Percent Stockholders, the exercise price of
each Incentive Stock Option shall be not less than one hundred percent (100%) of
the Fair Market Value of the Common Stock subject to the Option on the date the
Option is granted. Notwithstanding the foregoing, an Incentive Stock Option may
be granted with an exercise price lower than that set forth in the preceding
sentence if such Option is granted pursuant to an assumption or substitution for
another option in a manner satisfying the provisions of Section 424(a) of the
Code.

      (c) EXERCISE PRICE OF A NONSTATUTORY STOCK OPTION. The exercise price of
each Nonstatutory Stock Option shall be not less than one hundred percent (100%)
of the Fair Market Value of the Common Stock subject to the Option on the date
the Option is granted. Notwithstanding the foregoing, a Nonstatutory Stock
Option may be granted with an exercise price lower than that set forth in the
preceding sentence if (i) such Option is granted with an exercise price of not
less than fifty percent (50%) of the Fair Market Value of the Common Stock
subject to the Option to an individual who is not employed by the Company or an
Affiliate immediately prior to the date of grant of the Option to induce such
individual to accept employment with the Company or an Affiliate or (ii) such
Option is granted pursuant to an



assumption or substitution for another option in a manner satisfying the
provisions of Section 424(a) of the Code.

      (d) CONSIDERATION. The purchase price of Common Stock acquired pursuant to
an Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised or (ii) at
the discretion of the Board at the time of the grant of the Option (or
subsequently in the case of a Nonstatutory Stock Option): (1) by delivery to the
Company of other Common Stock that has been held by the Optionee for more than
six (6) months, which delivery may be made by attestation or actual delivery,
(2) by delivery, in a form prescribed by the Company, of an irrevocable
direction to a securities broker approved by the Company to sell Common Stock
and to deliver all or part of the sales proceeds to the Company in payment of
all or part of the purchase price and applicable withholding taxes, (3)
according to a deferred payment or other similar arrangement with the Optionee
or (4) in any other form of legal consideration that may be acceptable to the
Board; provided, however, that at any time that the Company is incorporated in
Delaware, payment of the Common Stock's "par value," as defined in the Delaware
General Corporation Law, shall not be made by deferred payment. If, pursuant to
clause (ii)(2) above, the Optionee delivers shares of Common Stock that the
Optionee has acquired pursuant to a restricted stock award made under this Plan
or a stock award agreement made under the 1991 Plan and that have not yet
vested, the restrictions applicable to the delivered shares shall be imposed
upon the Common Stock issued upon the exercise of the Option.

      In the case of any deferred payment arrangement, interest shall be
compounded at least annually and shall be charged at the minimum rate of
interest necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to be interest
under the deferred payment arrangement.

      (e) TRANSFERABILITY OF AN INCENTIVE STOCK OPTION. An Incentive Stock
Option shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the Optionee only
by the Optionee. Notwithstanding the foregoing, the Optionee may, by delivering
written notice to the Company, in a form satisfactory to the Company, designate
a third party who, in the event of the death of the Optionee, shall thereafter
be entitled to exercise the Option.

      (f) TRANSFERABILITY OF A NONSTATUTORY STOCK OPTION. A Nonstatutory Stock
Option shall be transferable to the extent provided in the Option Agreement. If
the Nonstatutory Stock Option does not provide for transferability, then the
Nonstatutory Stock Option shall not be transferable except by will or by the
laws of descent and distribution and shall be exercisable during the lifetime of
the Optionee only by the Optionee. Notwithstanding the foregoing, the Optionee
may, by delivering written notice to the Company, in a form satisfactory to the
Company, designate a third party who, in the event of the death of the Optionee,
shall thereafter be entitled to exercise the Option.

      (g) VESTING GENERALLY. The total number of shares of Common Stock subject
to an Option may, but need not, vest and therefore become exercisable in
periodic installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other



criteria) as the Board may deem appropriate. The vesting provisions of
individual Options may vary. The provisions of this subsection 6(g) are subject
to any Option provisions governing the minimum number of shares of Common Stock
as to which an Option may be exercised.

      (h) TERMINATION OF CONTINUOUS SERVICE. In the event an Optionee's
Continuous Service terminates (other than upon the Optionee's death or
Disability), the Optionee may exercise his or her Option (to the extent that the
Optionee was entitled to exercise such Option as of the date of termination) but
only within such period of time ending on the earlier of (i) the date three (3)
months following the termination of the Optionee's Continuous Service (or such
longer or shorter period specified in the Option Agreement) or (ii) the
expiration of the term of the Option as set forth in the Option Agreement. If,
after termination of Continuous Service, the Optionee does not exercise his or
her Option within the time specified in the Option Agreement, the Option shall
terminate.

      (i) EXTENSION OF TERMINATION DATE. An Optionee's Option Agreement may also
provide that if the exercise of the Option following the termination of the
Optionee's Continuous Service (other than upon the Optionee's death or
Disability) would be prohibited at any time solely because the issuance of
shares of Common Stock would violate the registration requirements under the
Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of the term of the Option set forth in subsection 6(a) or (ii) the
expiration of a period of three (3) months after the termination of the
Optionee's Continuous Service during which the exercise of the Option would not
be in violation of such registration requirements.

      (j) DISABILITY OF OPTIONEE. In the event that an Optionee's Continuous
Service terminates as a result of the Optionee's Disability, the Optionee may
exercise his or her Option (to the extent that the Optionee was entitled to
exercise such Option as of the date of termination), but only within such period
of time ending on the earlier of (i) the date twelve (12) months following such
termination (or such longer or shorter period specified in the Option Agreement)
or (ii) the expiration of the term of the Option as set forth in the Option
Agreement. If, after termination of Continuous Service, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate.

      (k) DEATH OF OPTIONEE. In the event (i) an Optionee's Continuous Service
terminates as a result of the Optionee's death or (ii) the Optionee dies within
the period (if any) specified in the Option Agreement after the termination of
the Optionee's Continuous Service for a reason other than death, then the Option
may be exercised (to the extent the Optionee was entitled to exercise such
Option as of the date of death) by the Optionee's estate, by a person who
acquired the right to exercise the Option by bequest or inheritance or by a
person designated to exercise the Option upon the Optionee's death pursuant to
subsection 6(e) or 6(f), but only within the period ending on the earlier of (1)
the date twelve (12) months following the date of death (or such longer or
shorter period specified in the Option Agreement) or (2) the expiration of the
term of such Option as set forth in the Option Agreement. If, after death, the
Option is not exercised within the time specified herein, the Option shall
terminate.

      (l) EARLY EXERCISE. The Option may, but need not, include a provision
whereby the Optionee may elect at any time before the Optionee's Continuous
Service terminates to exercise the Option as to any part or all of the shares of
Common Stock subject to the Option prior to the



full vesting of the Option. Any unvested shares of Common Stock so purchased may
be subject to a repurchase option in favor of the Company or to any other
restriction the Board determines to be appropriate.

7. PROVISIONS OF RESTRICTED STOCK AWARDS.

      Each restricted stock purchase agreement shall be in such form and shall
contain such terms and conditions as the Board shall deem appropriate. The terms
and conditions of restricted stock purchase agreements may change from time to
time, and the terms and conditions of separate restricted stock purchase
agreements need not be identical, but each restricted stock purchase agreement
shall include (through incorporation of provisions hereof by reference in the
agreement or otherwise) the substance of each of the following provisions:

      (a) CONSIDERATION. A restricted stock award may be awarded in
consideration for past services actually rendered to the Company or an Affiliate
for its benefit.

      (b) VESTING. Shares of Common Stock acquired under a restricted stock
purchase agreement may, but need not, be subject to a share repurchase option in
favor of the Company in accordance with a vesting schedule to be determined by
the Board. The restricted stock award may be subject to such other terms and
conditions on the time or times at which it may be exercised (which may be based
on performance or other criteria) as the Board may deem appropriate. The vesting
provisions of individual restricted stock awards may vary.

      (c) TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE. In the event a
Participant's Continuous Service terminates, the Company may repurchase or
otherwise reacquire any or all of the shares of Common Stock held by the
Participant which have not vested as of the date of termination under the terms
of the restricted stock purchase agreement.

      (d) TRANSFERABILITY. Rights to acquire shares under the restricted stock
purchase agreement shall be transferable by the Participant only upon such terms
and conditions as are set forth in the restricted stock purchase agreement, as
the Board shall determine in its discretion, so long as Common Stock awarded
under the restricted stock purchase agreement remains subject to the terms of
the restricted stock purchase agreement. Notwithstanding the foregoing, the
Participant may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the
death of the Participant, shall thereafter be entitled to receive shares of
Common Stock that have become vested as of the date of the Participant's death.

8. NON-EXECUTIVE DIRECTOR STOCK AWARDS.

      (a) Without any further action of the Board or any committee thereof, each
Non-Executive Director shall be granted a Non-Executive Director Stock Award at
each of the times specified in subsection 8(a)(1) below, which Non-Executive
Director Award shall have the terms set forth in subsections 8(a)(2) and 8(a)(3)
below. Such award shall result in the issuance and delivery of shares of the
Corporation's Common Stock to the Non-Executive Director on the date of grant.



            (i) QUARTERLY GRANTS. Each Non-Executive Director who is serving as
a Non-Executive Director on the last day of each of the Corporation's fiscal
quarters shall be granted a Non-Executive Director Stock Award on such day (a
"Quarterly Grant").

            (ii) NUMBER OF SHARES. The number of shares of the Corporation's
Common Stock subject to each Quarterly Grant will be equal to the quotient of
Eight Thousand Seven Hundred Fifty Dollars ($8,750) divided by the Fair Market
Value of the Common Stock on the date of grant, rounded down to the nearest
whole share.

            (iii) VESTING. Each Quarterly Grant shall be fully vested on the
date of grant.

      (b) DEFERRED STOCK AWARDS. Without any further action of the Board or any
committee thereof, each Non-Executive Director shall be granted a deferred
Non-Executive Director Stock Award at the time specified in subsection 8(b)(1)
below, which deferred Non-Executive Director Stock Award shall have the terms
set forth in subsections 8(b)(2) and 8(b)(3) below. Until shares of the
Corporation's Common Stock are issued pursuant to subsection 8(b)(3) below in
respect of a deferred Non-Executive Director Stock Award, such Award shall
represent a notional number of shares and a promise by the Corporation to issue
to the Non-Executive Director such number of shares (subject to adjustment as
provided in Section 12(a)), and the Non-Executive Director shall have no
stockholder or other ownership rights (including, but not limited to, the right
to receive any dividend paid) in respect of such shares until their issuance.

            (i) QUARTERLY GRANTS. Each Non-Executive Director who is serving as
a Non-Executive Director on the last day of each of the Corporation's fiscal
quarters shall be granted a deferred Non-Executive Director Stock Award on such
day (a "Quarterly Deferred Grant").

            (ii) NUMBER OF SHARES. Each Quarterly Deferred Grant will entitle
the Non-Executive Director to receive, at the time specified in subsection
8(b)(3) below, a number of shares of the Corporation's Common Stock equal to the
quotient of Eight Thousand Seven Hundred Fifty Dollars ($8,750) divided by the
Fair Market Value of the Common Stock on the date of grant, rounded down to the
nearest whole share (and subject to adjustment as necessary).

            (iii) VESTING; ISSUANCE. Each Quarterly Deferred Grant shall be
fully vested on the date of grant; provided that the notional number of shares
of the Corporation's Common Stock in respect of each Quarterly Deferred Grant
shall not be issued or issuable, and instead shall accumulate and be credited by
the Corporation to a bookkeeping account in the name of such Director, until
such time as the Director terminates his or her service on the Board of
Directors for any reason, at which time the Corporation shall issue and deliver
to the Non-Executive Director, within thirty (30) days of such termination of
service, a number of shares of the Corporation's Common Stok equal to the
cumulative notional number of shares (as adjusted) in respect of such Director's
cumulative Quarterly Deferred Grants.

      (c) CONSIDERATION. Each Quarterly Grant and Quarterly Deferred Grant shall
be awarded in consideration for services rendered as a Non-Executive Director.




      (d) AMENDMENT OF TERMS OF NON-EXECUTIVE DIRECTOR STOCK AWARDS. The Board
may at any time, and from time to time, amend the terms pursuant to which
Non-Executive Director Stock Awards, including the Quarterly Grants and
Quarterly Deferred Grants, shall be granted including, without limitation,
amendment of the dollar amount specified in subsections 8(a)(2) and 8(b)(2)
above and any other provision of this Section 8.

9. COVENANTS OF THE COMPANY.

      (a) AVAILABILITY OF SHARES. During the terms of the Stock Awards, the
Company shall keep available at all times the number of shares of Common Stock
required to satisfy such Stock Awards.

      (b) LEGAL COMPLIANCE. The Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the Plan such authority
as may be required to grant Stock Awards and to issue and sell shares of Common
Stock upon exercise of the Stock Awards; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any
such Stock Award. If, after reasonable efforts, the Company is unable to obtain
from any such regulatory commission or agency the authority which counsel for
the Company deems necessary for the lawful issuance and sale of Common Stock
under the Plan, the Company shall be relieved from any liability for failure to
issue and sell Common Stock upon exercise of such Stock Awards unless and until
such authority is obtained.

10. USE OF PROCEEDS FROM STOCK.

            Proceeds from the sale of Common Stock pursuant to Stock Awards
shall constitute general funds of the Company.

11. MISCELLANEOUS.

      (a) ACCELERATION OF EXERCISABILITY AND VESTING. The Board shall have the
power to accelerate the time at which a Stock Award may first be exercised or
the time during which a Stock Award or any part thereof will vest in accordance
with the Plan, notwithstanding the provisions in the Stock Award stating the
time at which it may first be exercised or the time during which it will vest.

      (b) STOCKHOLDER RIGHTS. No Participant shall be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of
Common Stock subject to such Stock Award unless and until such Participant has
satisfied all requirements for exercise of the Stock Award pursuant to its
terms.

      (c) NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan or any
instrument executed or Stock Award granted pursuant thereto shall confer upon
any Participant any right to continue to serve the Company or an Affiliate in
the capacity in effect at the time the Stock Award was granted or shall affect
the right of the Company or an Affiliate to terminate (i) the employment of an
Employee with or without notice and with or without cause, (ii) the service of a
Consultant pursuant to the terms of such Consultant's agreement with the Company
or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the
Company or an Affiliate,



and any applicable provisions of the corporate law of the state in which the
Company or the Affiliate is incorporated, as the case may be.

      (d) INCENTIVE STOCK OPTION $100,000 LIMITATION. To the extent that the
aggregate Fair Market Value (determined at the time of grant) of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by any Optionee during any calendar year (under all plans of the Company and its
Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or
portions thereof which exceed such limit (according to the order in which they
were granted) shall be treated as Nonstatutory Stock Options.

      (e) INVESTMENT ASSURANCES. The Company may require a Participant, as a
condition of exercising or acquiring Common Stock under any Stock Award, (i) to
give written assurances satisfactory to the Company as to the Participant's
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award and (ii) to
give written assurances satisfactory to the Company stating that the Participant
is acquiring Common Stock subject to the Stock Award for the Participant's own
account and not with any present intention of selling or otherwise distributing
the Common Stock. The foregoing requirements, and any assurances given pursuant
to such requirements, shall be inoperative if (A) the issuance of the shares of
Common Stock upon the exercise or acquisition of Common Stock under the Stock
Award has been registered under a then currently effective registration
statement under the Securities Act or (B) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the Common Stock.

      (f) WITHHOLDING OBLIGATIONS. To the extent provided by the terms of a
Stock Award Agreement, the Participant may satisfy any federal, state, local or
foreign tax withholding obligation relating to the exercise or acquisition of
Common Stock under a Stock Award by any of the following means (in addition to
the Company's right to withhold from any compensation paid to the Participant by
the Company) or by a combination of such means: (i) tendering a cash payment,
(ii) authorizing the Company to withhold shares of Common Stock from the shares
of Common Stock otherwise issuable to the Participant as a result of the
exercise or acquisition of Common Stock under the Stock Award or (iii)
delivering to the Company owned and unencumbered shares of the Common Stock.
Notwithstanding the foregoing, the Company shall not be authorized to withhold
shares of Common Stock at rates in excess of the minimum statutory withholding
rates imposed upon the Company for federal and state tax purposes if such
withholding would result in a charge to the Company's earnings for accounting
purposes.

12. ADJUSTMENTS UPON CHANGES IN STOCK.

      (a) CAPITALIZATION ADJUSTMENTS. If any change is made in the Common Stock
subject to the Plan, or subject to any Stock Award, without the receipt of
consideration by the



Company (through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or other transaction not involving the receipt of
consideration by the Company), the Plan will be appropriately adjusted in the
class(es) and maximum number of securities subject to the Plan pursuant to
subsection 4(a) and the maximum number of securities subject to award to any
person pursuant to subsection 5(d), and the outstanding Stock Awards will be
appropriately adjusted in the class(es) and number of securities and price per
share of Common Stock subject to such outstanding Stock Awards. The Board shall
make such adjustments, and its determination shall be final, binding and
conclusive. (The conversion of any convertible securities of the Company shall
not be treated as a transaction "without receipt of consideration" by the
Company.)

      (b) DISSOLUTION OR LIQUIDATION. In the event of a dissolution or
liquidation of the Company, then all outstanding Stock Awards shall terminate
immediately prior to such event.

      (c) CHANGE IN CONTROL. Unless otherwise provided in the Stock Award
Agreement, in the event of a Change in Control, then (i) prior to the completion
of the Change in Control, any surviving entity or controlling entity may assume
any Stock Awards outstanding under the Plan or may substitute similar stock
awards (including an award to acquire the same consideration paid to the
stockholders in the Change in Control) for those outstanding under the Plan or
(ii) prior to the completion of the Change in Control, the Board may, in its
sole discretion, make cash payments to Participants holding Stock Awards in
amounts that the Board determines represent the cash value of the outstanding
Stock Awards and such payments shall completely discharge the Company's
obligations under such outstanding Stock Awards. In the event (i) any surviving
corporation or acquiring corporation does not assume such Stock Awards or
substitute similar stock awards for those outstanding under the Plan and (ii)
the Board does not settle the outstanding Stock Awards in cash, then (a) with
respect to Stock Awards held by Participants whose Continuous Service has not
terminated, the vesting of such Stock Awards (and, if applicable, the time
during which such Stock Awards may be exercised) shall be accelerated in full as
of a time designated by the Board, and the Stock Awards shall terminate if not
exercised (if applicable) at or prior to a time designated by the Board and (b)
with respect to any other Stock Awards outstanding under the Plan, such Stock
Awards shall terminate if not exercised (if applicable) prior to a time
designated by the Board.

13. LIMITATION ON PAYMENTS.

      (a) BASIC RULE. Any provision of the Plan to the contrary notwithstanding,
in the event that the independent auditors most recently selected by the Board
(the "Auditors") determine that any payment or transfer by the Company to or for
the benefit of a Participant, whether paid or payable (or transferred or
transferable) pursuant to the terms of this Plan or otherwise (a "Payment"),
would be nondeductible by the Company for federal income tax purposes because of
the provisions concerning "excess parachute payments" in Section 280G of the
Code, then the aggregate present value of all Payments shall be reduced (but not
below zero) to the Reduced Amount; provided that the Board, at the time of
granting a Stock Award under this Plan or at any time thereafter, may specify in
writing that such Award shall not be so reduced and shall not be subject to this
Section 13. For purposes of this Section 13, the "Reduced Amount" shall be the
amount, expressed as a present value, which maximizes the aggregate



present value of the Payments without causing any Payment to be nondeductible by
the Company because of section 280G of the Code.

      (b) REDUCTION OF PAYMENTS. If the Auditors determine that any Payment
would be nondeductible by the Company because of Section 280G of the Code, then
the Company shall promptly give the Participant notice to that effect and a copy
of the detailed calculation thereof and of the Reduced Amount, and the
Participant may then elect, in his or her sole discretion, which and how much of
the Payments shall be eliminated or reduced (as long as after such election the
aggregate present value of the Payments equals the Reduced Amount) and shall
advise the Company in writing of his or her election within ten (10) days of
receipt of notice; provided, however, that such election shall be subject to
Company approval if made on or after the effective date of a Change in Control.
If no such election is made by the Participant within such ten (10) day period,
then the Company may elect which and how much of the Payments shall be
eliminated or reduced (as long as after such election the aggregate present
value of the Payments equals the Reduced Amount) and shall notify the
Participant promptly of such election. For purposes of this Section 13, present
value shall be determined in accordance with Section 280G(d)(4) of the Code. All
determinations made by the Auditors under this Section 13 shall be binding upon
the Company and the Participant and shall be made within sixty (60) days of the
date when a payment becomes payable or transferable. As promptly as practicable
following such determination and the elections hereunder, the Company shall pay
or transfer to or for the benefit of the Participant such amounts as are then
due to him or her under the Plan and shall promptly pay or transfer to or for
the benefit of the Participant in the future such amounts as become due to him
or her under the Plan.

      (c) OVERPAYMENTS AND UNDERPAYMENTS. As a result of uncertainty in the
application of Section 280G of the Code at the time of an initial determination
by the Auditors hereunder, it is possible that Payments will have been made by
the Company which should not have been made (an "Overpayment") or that
additional Payments which will not have been made by the Company could have been
made (an "Underpayment"), consistent in each case with the calculation of the
Reduced Amount hereunder. In the event that the Auditors determine, based upon
the assertion of a deficiency by the Internal Revenue Service against the
Company or the Participant which the Auditors believe has a high probability of
success, that an Overpayment has been made, such Overpayment shall be treated
for all purposes as a loan to the Participant which he or she shall repay to the
Company, together with interest at the applicable federal rate provided in
Section 7872(f)(2) of the Code; provided, however, that no amount shall be
payable by the Participant to the Company if and to the extent that such payment
would not reduce the amount that is subject to taxation under Section 4999 of
the Code. In the event that the Auditors determine that an Underpayment has
occurred, such Underpayment shall promptly be paid or transferred by the Company
to or for the benefit of the Participant, together with interest at the
applicable federal rate provided in Section 7872(f)(2) of the Code.

      (d) RELATED CORPORATIONS. For purposes of this Section 13, the term
"Company" shall include affiliated corporations to the extent determined by the
Auditors in accordance with Section 280G(d)(5) of the Code.



14. AMENDMENT OF THE PLAN AND STOCK AWARDS.

      (a) AMENDMENT OF PLAN. The Board at any time, and from time to time, may
amend the Plan. However, except as provided in Section 12 relating to
adjustments upon changes in Common Stock, no amendment shall be effective unless
approved by the stockholders of the Company to the extent stockholder approval
is necessary to satisfy the requirements of Section 422 of the Code, Rule 16b-3
or any securities exchange listing requirements.

      (b) STOCKHOLDER APPROVAL. The Board may, in its sole discretion, submit
any other amendment to the Plan for stockholder approval, including, but not
limited to, amendments to the Plan intended to satisfy the requirements of
Section 162(m) of the Code and the regulations thereunder regarding the
exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to certain executive officers.

      (c) CONTEMPLATED AMENDMENTS. It is expressly contemplated that the Board
may amend the Plan in any respect the Board deems necessary or advisable to
provide eligible Employees with the maximum benefits provided or to be provided
under the provisions of the Code and the regulations promulgated thereunder
relating to Incentive Stock Options and/or to bring the Plan and/or Incentive
Stock Options granted under it into compliance therewith.

      (d) NO IMPAIRMENT OF RIGHTS. Rights under any Stock Award granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the Participant and (ii) the Participant
consents in writing.

      (e) AMENDMENT OF STOCK AWARDS. The Board at any time, and from time to
time, may amend the terms of any one or more Stock Awards; provided, however,
that the rights under any Stock Award shall not be impaired by any such
amendment unless (i) the Company requests the consent of the Participant and
(ii) the Participant consents in writing.

15. TERMINATION OR SUSPENSION OF THE PLAN.

      (a) PLAN TERM. The Board may suspend or terminate the Plan at any time.
Unless sooner terminated, the Plan shall terminate on the day before the tenth
(10th) anniversary of the date the Plan is adopted by the Board or approved by
the stockholders of the Company, whichever is earlier. No Stock Awards may be
granted under the Plan while the Plan is suspended or after it is terminated.

      (b) NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan shall
not impair rights and obligations under any Stock Award granted while the Plan
is in effect, except with the written consent of the Participant.

16. EFFECTIVE DATE OF PLAN.

      The Plan shall become effective on the date on which it is adopted by the
Board (the "Effective Date"), but no Stock Award shall be exercised unless and
until the Plan has been approved by the stockholders of the Company, which
approval shall be within twelve (12) months before or after the date the Plan is
adopted by the Board.



17. CHOICE OF LAW.

      The law of the State of California shall govern all questions concerning
the construction, validity and interpretation of this Plan, without regard to
such state's conflict of laws rules.

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Martin M. Koffel, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of URS Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 9, 2004	/s/ Martin M. Koffel
	Martin M. Koffel
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Kent P. Ainsworth, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of URS Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 9, 2004	/s/ Kent P. Ainsworth
	Kent P. Ainsworth
	Chief Financial Officer

EX-32

Exhibit 32

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER CERTIFICATION

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Martin M. Koffel, the Chief Executive Officer of URS Corporation (the “Company”) and Kent P. Ainsworth, the Chief Financial Officer of the Company, do each hereby certify that, to the best of their knowledge:

1.	The Company’s Quarterly Report on Form 10-Q for the period ended July 31, 2004, to which this Certification is attached as Exhibit 32 (the “Periodic Report”), fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, and
2.	The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 9, 2004	/s/ Martin M. Koffel
	Martin M. Koffel
	Chief Executive Officer

Date: September 9, 2004	/s/ Kent P. Ainsworth
	Kent P. Ainsworth
	Chief Financial Officer