INVESTOR PRESENTATION

January 2013

NYSE MKT: VSR

This presentation may include forward-looking statements, which are basedon management's current expectations, estimates, forecasts and projectionsabout the Company's business. These statements are forward-lookingstatements within the meaning of Section 27 A of the Securities Act of 1933,Section 21 E of the Securities Exchange Act of 1934 and the PrivateSecurities Litigation Reform Act of 1995, and are subject to safe harborscreated by such laws. Words such as "expects", "anticipates", "plans" and"believes" and similar expressions are intended to identify forward-lookingstatements. These statements are not guarantees of future performance andinvolve risks, uncertainties and assumptions, which are difficult to predict.Therefore, actual outcomes and results may differ materially from what isexpressed in this presentation. We do not undertake to update publicly anyforward-looking statements, except as required by law. For a description offactors that could cause actual results to differ materially from thatanticipated on this call, you are referred to the Company's public filings,including the Form 10-K for the fiscal year ended June 29, 2012, which wasfiled on September 18, 2012, and the Form 10-Q for the fiscal quarter endedSeptember 28, 2012, which was filed on November 8, 2012.

Return to Sustained Profitability

New management team has driven nine consecutive quarters of profitability with strong cash flow

Robust Backlog Driven by Recent  Contract  Wins

$122.3M funded backlog as of Oct. 1, 2012; up 31.5% compared to the end of FY 2012

Longstanding Client Relationships

Very strong federal government and DoD client base leading to new and repeat business opportunities

Strong  Financial Performance

Record gross profit margin and operating income in FY 2012 of 13% and $7.7 million, respectively. Continued long-term investment in the business

Low Valuation Current EV/EBITDA ratio is significantly lower than industry average

We Deliver Environmental and Construction Management from the Home Front to the Front Line

Global Project Management Firm Providing sustainable solutions to government and commercial clients

Tailored & Secure Solutions for Harsh Environments, Industries & War Zones Specialized capabilities in munitions demilitarization, classified projects and hazardous material disposal

National Priority MarketsDiversified mix of Department of Defense, EPA, State & Municipal and commercial customers

50%

35%

15%

% of 1Q FY13 Gross Revenue

Engineering & Construction Management

(ECM)

• Construction Management• Engineering Services• QA/QC – Title II Engineering• Protective Equipment and Testing & Evaluation

Environmental Services

(ESG)

• Risk Assessments / Natural Resources• Air / Greenhouse Gas / Energy• UXO / Munitions Response • Performance Based Remediation

• BRAC Support• Pollution Prevention • Resource Conservation and Preservation• Facility and Sustainability Services

Professional Services

(PSG)

By Market By Geography

> 90% Government Business

82%

8%

6% 4%

DoDOther FederalState & LocalCommercial

55%

45% Domestic

International

Contract Segment Awarded Amount Project Description

Afghanistan Personal Services Contract ECM October 2012 Up to

$170M

Prime contract for onsite construction management support services for two USACE Engineering Districts

Afghanistan Construction Management and Quality Assurance

ECM March 2012 $23.4MEngineering support, construction management and quality assurance operations

Air Force Performance-Based Remediation Project in Great Lakes Region

ESG August 2012 Up to $25MEnvironmental restoration and remediation services to assist site close outs

Air Force Performance-Based Remediation Project for the Front Range Group

ESG August 2012 Up to $7MEnvironmental restoration and remediation services to assist site close outs

Joint Base Lewis-McChord PSG July 2012 Up to $9.7MProfessional Services support assisting DoD onsite environmental efforts

Domestic OfficesChandler, AZCharleston, SCColumbia, MDDenver, CODugway, UTGermantown, MDLouisville, KYGaithersburg, MDSacramento, CASan Antonio, TXDulles, VASpringfield, VAVirginia Beach, VA

International OfficesKabul, AfghanistanBaghdad, IraqManila, PhilippinesAbu Dhabi, UAEMilton Keynes, UK

Personal Services contract in Afghanistan supporting the US Army Corps of Engineers. Versar is managing the entire Afghan engineering workforce: recruit, hire, and manage an initial workforce of approximately 500 Afghan engineers spread throughout the country. Versar supplies personnel with computer equipment, safety gear, and living accommodations (if working remote).

Versar Afghan staff provides USACE with construction management, quality assurance, engineering, logistics, and administrative services at all district, area, resident, and project offices.

Management Staff

AED PSC Team

Typical Construction Site

Project: Afghanistan Personal Services

Award Date: 29 SEPT 2012

Completion: 28 SEPT 2013 (Base Year)

Location: Afghanistan

Client: USACE, Middle East District

Contract Type: FFP and CR

Award: $16.0M

Current Value: $16.7M

Contract Capacity: $170M

Period of Performance:1 Base Year; 3 option years – Sept. 2016

Current ScopeProject Info Project Photos

Using a range of technologies, Versar is implementing environmental remedies across Tinker AFB. The overall goal is to achieve regulatory site closure at a number of sites, making them eligible for unrestricted future land use. Sites include: heavy industrial production areas, contaminated groundwater units, tank farms, gas stations, landfills, small arms ranges, ordnance disposal areas, and flight line fueling areas. Contaminants include petroleum products, heavy metals, chlorinated solvents, and other wastes.

Tinker AFB Compliance Sites

Firing-in-Buttress Site

Articulated Concrete Channel at Landfill 6

Project: WERC-Tinker AFB PBR

Award Date: 27 JULY 2011

Completion: 31 JULY 2020

Location: Oklahoma City, OK

Client: AFCEC

Contract Type: FFP PBR

Current Value: $29.3M

Contract Capacity: $45M

Period of Performance:Nine years – July 2020

Tinker AFB

Current ScopeProject Info Project Photos

Versar is a subcontractor to TetraTech, Inc. to provide the full spectrum of Environmental Services on-site for Joint Base Lewis-McChord’s Directorate of Public Works (DPW.)

Organizational Structure is based on teams with a Versar and Government team lead on each: Water, Natural Resources, Cultural Resources, Environmental Compliance and Assurance Team (ECAT), Energy & Air, Solid Waste, Environmental Operating Permit (EOP) Team, Sustainability and Restoration.

Deployment Waste Diversion

Sustainable Prison Project:Seedlings for Future Planting

Prescribed Eco-Burn

Project: DPW ENV Services

Award Date: JULY 2012

Completion: JUNE 2014

Location: Joint Base Lewis-McChord, WA

Client: Tulsa District, USACE

Contract Type: CPAF

Award: $9.7M

Contract Capacity: $9.7 M

Period of Performance:Thru June 2014

Current ScopeProject Info Project Photos

14

2010 2011 2012 2013

$0.03 

($0.03)

($0.16)

($0.03)

$0.06 

$0.10 

$0.07 

$0.14 

$0.09  $0.09 

$0.10 

$0.17 

$0.09 

1Q            2Q             3Q             4Q            1Q            2Q             3Q             4Q    1Q             2Q             3Q            4Q           1Q 

rofitabilitEarnings Per Share

15

$115,602 $112,196$100,763

$137,599

$119,040

$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

$140,000

20092008 2010 2011 2012

(in thousands)

GROSS REVENUE $119,040 $137,599 $100,763Purchased Services 53,010 71,417 55,738Direct Costs of Services 50,031 51,849 39,374

GROSS PROFIT $15,999 $14,333 6,011GROSS PROFIT MARGIN 13.4% 10.4% 6%

Selling,General & Admin. 8,083 8,025 8,651SG&A % OF SALES 6.8% 5.8% 8.6%

OPERATING INCOME $7,717 $5,885 $(3,613)OPERATING MARGIN 6.5% 4.3% ---

INCOME TAX EXPENSE (Benefit) 2,705 2,445 (1,319)

NET INCOME (Loss) $4,195 $3,447 $(2,294)NET MARGIN 3.5% 2.5% ---

EARNINGS (LOSS) PER SHARE $0.45 $0.37 $(0.25)

(in thousands)

GROSS REVENUE $23,551 $33,284 -29%

Purchased Services 8,325 16,158 -48%Direct Costs of Services 11,913 13,393 -11%

GROSS PROFIT $3,313 $3,733 -11%GROSS PROFIT MARGIN 15.7% 10.4% 50%

Selling, G&A 1,925 2,352 18%

OPERATING INCOME $1,388 $1,347 3%OPERATING MARGIN 5.9% 4.0% 48%

INTEREST EXPENSE 23 31 25.8%

INCOME TAX 520 492 -5.7%

NET INCOME $845 $824 2.5%

EARNINGS PER SHARE $0.09 $0.09 --

9/28/12 9/30/11 % ChangeThree Months Ended

(in thousands)

Balance Sheet Summary

Cash $10,589 $2,596

Total Debt $917 $1,244

Total Assets $49,478 $53,033

Working Capital $23,301 $20,329

Shareholders’ Equity $35,207 $30,775

($ in thousands)As of 9/28/12 As of 9/30/11

*TTM as of 12/5/12

2.52X

6.19X

6.89X

5.58X

7.82X6.75X

4.65X

3.77X

-2.35X

-4

-2

0

2

4

6

8

10

Ent

erpr

ise/

EB

ITD

A M

ultip

le*

Industry Average

Company EBITDAMultiple* Company Return on

Equity**

7.82X 20.34%

6.89X 12.78%

6.75X 11.17%

6.19X 11.03%

5.58X 10.14%

3.77X 4.10%

2.52X -2.47%

-2.35X -70.66%*TTM as of 12/5/12

**TTM as of MRQ

• Sustained Profitability with Improving Margins

• Better Project Management

• Improved Financial and Business Development Systems

• Acquisition of Charron Consulting

Gross Profit Margins

9.5%

7.1%

5.2%

2.5%

9.8%

8.3%

13.4%

10.5%

11.2%11.0%

16.7%

15.8%

15.7%

2010 2011 2012 20131Q            2Q             3Q             4Q            1Q            2Q             3Q             4Q    1Q             2Q             3Q            4Q           1Q 

$0

$20

$40

$60

$80

$100

$120

$140

2009 2010 2011 2012 Oct. 1, 2012

$57 $78  $78 

$93 

$122 

• As of Oct. 1, 2012, Versar recorded funded backlog of approximately $122 million• Increase of 31.5% compared to $93 million at the end of FY 2012• Highest backlog in the past four years

Mill

ions

Year Acquisition Location Business

2005 Cultural Resources Group Fairfax County,Virginia

Provides archeological, cultural and historical services to federal, state and municipal clients nationally

2010 Professional Protection Systems, Ltd. Milton Keynes, United Kingdom

Manufactures and sells proprietarypersonal protective equipment to the nuclear industry (e.g., protective suits, decontamination showers and emergency shelters)

2010 ADVENT Environmental, Inc. Charleston,South Carolina

Full-service environmental contractorwith significant capabilities in Military Munitions Response Plans (MMRP) and Unexploded Ordnance (UXO) clean-up

2012 Charron Construction Consulting, Inc. Dulles, Virginia

Provides professional project and program management services for governmental, judicial, commercial, institutional, retail and industrial clients

Year over year organic growth

Significant growth through acquisitions to achieve long-term revenue target

15‐20% Annual Revenue Growth

EBITDA Margins of 8‐10%

Focus on Growth Opportunities 

Invest in Business Development and Strengthen Our Proposal Pipeline

Pursue Aggressive M&A Program

International Expansion Performance Based RemediationConstruction Management Energy/SustainabilityMunitions Management/UXO Staff Augmentation

Drive “New Culture” – Transparency, Accountability, Cooperation

• Established and growing specialization in project management in hazardous environments

• Consistent revenue stream across multiple government and commercial customers

• Successful turnaround and return to sustained profitability

• Solid balance sheet to support long-term growth

…From the Home Frontto the Front Line