APPENDIX A

                          AUDIT COMMITTEE CHARTER
                   (as adopted by the Board of Directors
                    of VSE Corporation on March 9, 2004)

  1. Role.  The role of the Audit Committee (the "Committee") is to:
     (a) oversee the Corporation's accounting and financial reporting processes
     and the audits of the Corporation's financial statements; (b) monitor and
     make recommendations to the Corporation's Board of Directors (the "Board")
     regarding the auditing and integrity of the Corporation's consolidated
     financial statements; (c) be directly responsible for the qualification,
     selection, retention, independence, performance and compensation of the
     Corporation's independent auditors ("Auditors"), including resolution of
     disagreements between management and the Auditors regarding financial
     reporting, for the purpose of preparing or issuing an audit report or
     performing other audit, review or attest services for the Corporation, and
     have the Auditors report directly to the Committee; (d) provide oversight
     in respect of the Corporation's internal audit and accounting and
     financial reporting processes; and (e) perform such other duties as are
     enumerated in and consistent with this Charter.

  2. Membership.  The Committee's membership will consist of three or more
     directors, each of whom shall be independent, as such term is defined in
     the applicable rules of the Securities and Exchange Commission ("SEC") and
     The Nasdaq Stock Market, Inc. ("Nasdaq"), and the Board shall
     affirmatively determine that each Committee member has such independence
     and no relationship that, in the Board's opinion, would interfere with his
     or her independent judgment.  Each Committee member shall, at the time of
     his or her appointment to the Committee, be able to read and understand
     fundamental financial statements, including the balance sheet, income
     statement, and cash flow statement.  At least one Committee member shall
     be an "audit committee financial expert" as such term is defined by
     applicable SEC requirements and, as required by applicable Nasdaq rules,
     have past employment experience in finance or accounting, requisite
     professional certification in accounting, or any other comparable
     experience or background which results in the individual's financial
     sophistication, including being or having been a chief executive officer,
     chief financial officer or other senior officer with financial oversight
     responsibilities.  The Board shall appoint the chairperson.

  3. Operations.  The Committee will meet at least four times a year.
     Additional meetings may occur as the Committee or its chair deem
     advisable.  The Committee will keep minutes of its proceedings and will
     report its actions to its next meeting.  The Committee will be governed by
     the same rules regarding meetings (including meetings by conference
     telephone or similar communications equipment), action without meetings,
     notice, waiver of notice, and quorum and voting requirements as are
     applicable to the Board.  The Committee is authorized and empowered to
     adopt its own rules of procedure not inconsistent with (a) any provision
     hereof, (b) any provision of the Corporation's certificate of
     incorporation or bylaws, or (c) the laws of the State of Delaware.

  4. Authority.
       a) The Committee will have the resources and authority necessary to
          discharge its duties and responsibilities, including the authority
          to retain outside counsel or other experts or consultants, as it
          deems appropriate.  Any communications between the Committee and
          legal counsel in the course of obtaining legal advice will be
          considered privileged communications of the Corporation, and the
          Committee will take all necessary or appropriate action to preserve
          the privileged nature of those communications.

       b) Except as may otherwise be specifically authorized herein or
          required by the federal securities laws or Nasdaq rules, the
          Committee is not authorized to bind the Board or VSE without the
          Board's prior approval set forth in a duly adopted resolution
          approved by a majority of the Board members who are independent as
          defined by Nasdaq Rule 4200(a)(15) as currently in effect.

  5. Responsibilities.  The Committee's principal responsibilities and
     functions are to review and provide guidance to the Board and management
     in respect of the principal financial reporting and audit policies of the
     Corporation, including:
       a) Direct responsibility for the qualification, selection, retention,
          independence, performance and compensation of the Auditor;
       b) Direct responsibility for the adoption of an Auditor non-audit
          services policy and approval of audit and non-audit services;
       c) Direct responsibility for discussion and recommendation of audited
          financial statements, review of financial reporting issues, review
          of earnings news releases and preparation of the Committee report
          included in the Corporation's annual proxy statement;
       d) Obtaining from the Auditors a formal written statement delineating
          all relationships between the Auditors and the Corporation,
          consistent with Independence Standards Board Standard 1, and
          actively engage in a dialogue with the Auditors with respect to any
          disclosed relationships or services that may impact the objectivity
          and independence of the Auditors and taking, or recommending that
          the full Board take, appropriate action to oversee the independence
          of the Auditors;
       e) Providing oversight in respect of Securities Exchange Act Section
          10A(b) discovery of illegal acts, conflicts of interest and ethical
          conduct review;
       f) Establishing procedures for:  (i) the receipt, retention and
          treatment of complaints received by the Corporation regarding
          accounting, internal accounting controls or auditing matters; and
          (ii) the confidential, anonymous submission by employees of the
          Corporation or its subsidiaries of concerns regarding questionable
          accounting or auditing matters;
       g) Reviewing and reassessing the adequacy of this Charter on an annual
          basis; and
       h) Reviewing other financial reporting or audit issues that the Board
          or management desires to have reviewed by the Committee.
     While the matters set forth in clauses 5(a), (b) and (c) above shall be
     the exclusive responsibility of the Committee, the Committee should
     periodically consult with the Board in respect of such matters.

  6. Funding.  The Corporation shall provide for appropriate funding, as
     determined by the Committee, in its capacity as a Board committee, for
     payment of:
       a) Compensation to any advisers employed by the Committee under section
          4(a) above; and
       b) Ordinary administrative expenses of the Committee that are necessary
          or appropriate in carrying out its duties.

  7. Availability of Charter.  VSE shall post the text of this Charter on its
     Internet website so that it is available for stockholders.
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