URS CORPOEATIQN
                     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 end In the
Stock Option  Agreement  the Plan and the Notice of  Exercise,  all of which are
attached hereto end incorporated herein in their entirety.

Optionholder:                              Joseph Masters
Date of Grant:                             November 5,1999
Number of Shares Subject to Option:        16,000; fifteen thousand
Exercise Price (Per Share);                $21.4375
Total Exercise Price:                      $321,562.50
Expiration Date:                           November 5, 2009

Vesting Schedule: 1/3 of the shares vest on the first anniversary of the Date of
                  Grant.
                  A total of 2/3 of the whores vest on the second anniversary of
                  the Date of Grant.
                  All of the shares vest on the third anniversary of the Date of
                  Grant.

Payment:          By one or a combination of the following  items  (described in
                  the Stock Option Agreement):

                         By cash or check
                         Pursuant to a  Regulation  T Program (a "same day sale"
                         program)
                         By delivery of already-owned shares

Additional  Terms/Acknowledgements: The  undersigned  Optionholder  acknowledges
receipt of, and understands  end 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  Opionholder  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 options  previously granted and
delivered to  Optionbolder  under the Plan or the Company's 1991 Stock Incentive
Plan, as amended.

URS CORPORATION                              OPTIONHOLDER:

By:        /s/ Kent P. Ainsworth                    /s/ Joseph Masters
    ----------------------------------       ----------------------------------
           Kent P. Ainsworth                             Signature

Title:  Executive Vice President             Date: Nov. 30, 99
      --------------------------------             ----------------------------

Date:   November 1999
     ---------------------------------


ATTACHMENTS:  Stock Option  Agreement.  1999 Equity Incentive Plan and Notice of
Exercise



                                URS CORPORATION
                     NONSTATUTORY STOCK OPTION GRANT NOTICE
                          (1999 Equity Incentive Plan)

URS Corporation (the "Company"),  pursuant to it 1999 Equity Incentive Plan (the
"Plan"), hereby grants to Optionhold a nonstatutory stock option to purchase the
number of shares of the Company's  Common Stock set forth below.  This option is
subject to ali 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 axtaehed
hereto and Incorporated herein In their entirety.

Optionholder:                              Kent P. Ainsworth
Date of Grant:                             November 5,1999
Number of Shares Subject to Option:        100,000: one hundred thousand
Exercise Price (Per Share):                $21.4375
Total Exercise Price:                      $2,143,750.00
Expiration Date:                           November 5, 2009

Vesting Schedule: 1/3 of the shares vest on the first anniversary of the Date of
                  Grant.
                  A total of 2/3 of the shares vest on the second anniversary of
                  the Date of Grant
                  All of the shares vest on the third anniversary of the Date of
                  Grant

Payment:          By one or a combination of the following  items  (described in
                  the Stock Option Agreement):

                         By cash or check
                         Pursuant to a  Regulation  T Program (a "same day sale"
                         program)
                         By delivery of already-owned shares

Additional  Terms/Acknowledgments:  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 options  previously granted and
delivered to  Optionholder  under the Plan or the Company's 1991 Stock Incentive
Plan, as amended.

URS CORPORATION                            OPTIONHOLDER:

By:     /s/ Joseph Masters                       /s/ Kent P. Ainsworth
   ---------------------------------       ----------------------------------
            Joseph Masters                             Signature

Title:  Vice President                     Date:        12/1/99
      ------------------------------            -----------------------------

Date:   November 19, 1999
     -------------------------------

ATTACHMENTS:  Stock Option  Agreement.  1999 Equity Incentive Plan and Notice of
Exercise