Opinion of Cooley Godward LLP

Exhibit 10.1

LIMITED WAIVER REGARDING REPURCHASE OF
OUTSTANDING SENIOR NOTES

     This LIMITED WAIVER (this “Waiver”) is dated as of June 6, 2005 and is entered into by and among URS CORPORATION, a Delaware corporation (“Company”), the FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (the “Lenders”), CREDIT SUISSE, Cayman Islands Branch (formerly Credit Suisse First Boston), as administrative agent for Lenders (“Administrative Agent”) and, for purposes of Section 6 hereof, the Loan Parties other than Company listed on the signature pages hereof (the “Subsidiary Guarantors”) and is made with reference to that certain Credit Agreement dated as of August 22, 2002, as amended by that certain First Amendment to Credit Agreement dated as of January 30, 2003, that certain Second Amendment to Credit Agreement dated as of November 6, 2003, that certain Third Amendment to Credit Agreement dated as of December 16, 2003, that certain Fourth Amendment to Credit Agreement dated as of March 29, 2004, that certain Fifth Amendment to Credit Agreement dated as of June 4, 2004, that certain Sixth Amendment to Credit Agreement dated as of November 29, 2004 and that certain Seventh Amendment to Credit Agreement dated as of January 27, 2005 (as so amended and as further amended, modified, restated or otherwise supplemented to the date hereof, the “Credit Agreement”), by and among Company, Lenders, CREDIT SUISSE FIRST BOSTON, as a Co-Lead Arranger and Administrative Agent for Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Co-Lead Arranger and Syndication Agent for Lenders, and BNP PARIBAS, HARRIS TRUST & SAVINGS BANK and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents for Lenders. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

     WHEREAS, Company and the Lenders desire to waive compliance with certain provisions related to the repurchase of all outstanding Senior Notes;

     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1. WAIVER

     Subject to the terms and conditions set forth herein and in reliance on the representations and warranties of Company herein contained, the undersigned Lenders, constituting Requisite Lenders, hereby waive compliance with the provisions of subsections 2.4B(iii)(c) and 7.5B of the Credit Agreement to the extent, and only to the extent, necessary to permit Company, prior to the date that is 180 days following the date hereof, to use the Net Securities Proceeds from the issuance of the Capital Stock of Company, together with Cash on hand and the proceeds of Revolving Loans, to repurchase the outstanding Senior Notes.

Section 2. LIMITATION OF WAIVER

     Without limiting the generality of the provisions of subsection 10.6 of the Credit Agreement, the waiver set forth above shall be limited precisely as written and relates solely to the noncompliance by Company with the provisions of subsections 2.4B(iii)(c) and 7.5B of the Credit Agreement in the manner and to the extent described above, and nothing in this Waiver shall be deemed to:

     (a) constitute a waiver of compliance by Company with respect to (i) subsections 2.4B(iii)(c) and 7.5B of the Credit Agreement in any other instance or (ii) any other term, provision or condition of the Credit Agreement or any other instrument referred to therein; or

     (b) prejudice any right or remedy that Administrative Agent or any Lender may now have (except to the extent such right or remedy was based upon existing defaults that will not exist after giving effect to this Waiver) or may have in the future under or in connection with the Credit Agreement or any other instrument or agreement referred to therein.

     Except as expressly set forth herein, the terms, provisions and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect and in all other respects are hereby ratified and confirmed.

Section 3. REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders to enter into this Waiver, Company hereby represents and warrants that:

     (a) as of the date hereof, there exists no Event of Default or Potential Event of Default under the Credit Agreement;

     (b) all representations and warranties contained in the Credit Agreement and the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date; and

     (c) as of the date hereof, Company has performed all agreements to be performed on its part as set forth in the Credit Agreement.

Section 4. COUNTERPARTS; EFFECTIVENESS

     This Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same

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instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Waiver shall become effective as of the date hereof upon the execution of counterparts hereof by Company and Subsidiary Guarantors and by Lenders constituting Requisite Lenders and receipt by Company and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

Section 5. GOVERNING LAW

     THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

Section 6. ACKNOWLEDGEMENT AND CONSENT BY SUBSIDIARY GUARANTORS

     Each Subsidiary Guarantor hereby acknowledges that it has read this Waiver and consents to the terms thereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Waiver, the obligations of Subsidiary Guarantor under the Subsidiary Guaranty shall not be impaired or affected and the Subsidiary Guaranty is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects.

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     IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

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