Execution Version

DynCorp International LLC
DIV Capital Corporation

9.500% Senior Subordinated Notes due 2013

unconditionally guaranteed as to the 
payment of principal, premium,
if any, and interest by the Guarantors named on Schedule I hereto

Exchange and Registration Rights Agreement

July 28, 2008

Wachovia Capital Markets, LLC
Goldman, Sachs& Co.,
As representatives of the several Purchasers 
named in Schedule I to the Purchase Agreement
c/o Wachovia Capital Markets, LLC 
One Wachovia Center 
301 South College Street 
Charlotte, NC 28288-0604

Ladies and Gentlemen:

DynCorp International LLC, a Delaware limited liability company (the "Company"), and DIV Capital Corporation, a wholly-owned subsidiary of the Company with nominal assets that conducts no operations ("DIV Capital," and together with the Company, the "Issuers") propose to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 9.500% Senior Subordinated Notes due 2013, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

1. Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings:

"Base Interest" shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Exchange and Registration Rights Agreement.

"Blackout Period" has the meaning assigned thereto in Section 2 (f) hereof. The term "broker-dealer" shall mean any broker or dealer registered with the Commission under the Exchange Act.

"Closing Date" shall mean the date on which the Securities are initially issued.

"Commission" shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

"Conduct Rules" shall have the meaning assigned thereto in Section 3 (d) (xix) hereof.

"Effective Time," in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

"Electing Holder" shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3 (d) (ii) or 3 (d) (iii) hereof.

"Exchange Act" shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time.

"Exchange Offer" shall have the meaning assigned thereto in Section 2 (a) hereof.

"Exchange Registration" shall have the meaning assigned thereto in Section 3 (c) hereof.

"Exchange Registration Statement" shall have the meaning assigned thereto in Section 2 (a) hereof.

"Exchange Securities" shall have the meaning assigned thereto in Section 2 (a) hereof.

"FINRA" has the meaning assigned thereto in Section 3 (d) (xix) hereof.

"Guarantee" shall have the meaning assigned thereto in the definition of "Securities" in this Section 1.

"Guarantor" shall have the meaning assigned thereto in the Indenture. The term "holder" shall mean each of the Purchasers and other persons who acquire Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities.

"Indenture" shall mean the Indenture, dated as of February 11, 2005, among the Issuers, the Guarantors and The Bank of New York, as Trustee, as the same shall be amended from time to time.

"Notice and Questionnaire" means a Notice of Registration Statement and Selling Security holder Questionnaire substantially in the form of Exhibit A hereto.

"Outstanding Securities" means the Issuers' outstanding 9.500% Senior Subordinated Notes due 2013 issued on February 11, 2005, which, along with the Securities, form a single class of debt securities under the Indenture. The term "person" shall mean a corporation, association, limited liability company, partnership,

详细内容见附件