<PAGE>
                                                                    Exhibit 10.4


                    ALION SCIENCE AND TECHNOLOGY CORPORATION
                              1750 Tysons Boulevard
                                   Suite 1300
                             McLean, Virginia 22102

                 $20,343,435.37 12% Senior Subordinated Notes of
                    Alion Science and Technology Corporation
                              due December 20, 2008

                Warrants for 524,228.9 Shares of Common Stock of
        Alion Science and Technology Corporation (subject to adjustment)

                                 --------------

                  MEZZANINE NOTE SECURITIES PURCHASE AGREEMENT

                                 --------------

                                December 20, 2002



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          PAGE
<S>     <C>                                                                               <C>
1.      DESCRIPTION OF ACQUISITION..........................................................2

2.      AUTHORIZATION OF SECURITIES; ETC....................................................2

3.      SALE AND PURCHASE OF SECURITIES.....................................................3

4.      CLOSING.............................................................................3

5.      CONDITIONS TO CLOSING...............................................................3

        5.1    Representations and Warranties Correct.......................................3

        5.2    Performance; No Default......................................................3

        5.3    Related Transactions.........................................................3

        5.4    Compliance Certificate.......................................................4

        5.5    Opinion of Counsel for the Company...........................................4

        5.6    Opinion of Counsel for the ESOP..............................................4

        5.7    Opinion of Your Special Counsel..............................................5

        5.8    Legal Investment; Certificate................................................5

        5.9    Sale and Purchase Not Forbidden by Law.......................................5

        5.10   Payment of Transactions Costs................................................5

        5.11   Proceedings and Documents....................................................5

        5.12   Existence and Authority of the Company.......................................5

        5.13   Private Placement Number.....................................................5

        5.14   Consents and Approvals.......................................................5

        5.15   Absence of Litigation, Orders, Etc...........................................5

        5.16   Blue Sky.....................................................................6

        5.17   Satisfactory Proceedings.....................................................6

        5.18   Waiver of Conditions.........................................................6

6.      REPRESENTATIONS AND WARRANTIES......................................................6

        6.1    Organization; Powers.........................................................6

        6.2    Authority, Execution and Delivery; Transaction Documents.....................6

        6.3    No Conflict; Governmental Consents...........................................7

        6.4    Financial Statements.........................................................8
</TABLE>


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                                TABLE OF CONTENTS

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<S>     <C>                                                                               <C>
        6.5    Taxes........................................................................8

        6.6    Litigation; Loss Contingencies...............................................9

        6.7    Subsidiaries; Capitalization.................................................9

        6.8    ERISA.......................................................................11

        6.9    Accuracy of Information.....................................................12

        6.10   Securities Activities.......................................................12

        6.11   Material Agreements.........................................................12

        6.12   Compliance with Laws........................................................13

        6.13   Assets and Properties.......................................................13

        6.14   Statutory Indebtedness Restrictions.........................................13

        6.15   Insurance...................................................................13

        6.16   [RESERVED]..................................................................13

        6.17   IITRI Acquisition and ESOT Transaction......................................13

        6.18   Environmental Matters.......................................................14

        6.19   Solvency....................................................................14

        6.20   Additional ESOP Provisions..................................................15

7.      USE OF PROCEEDS....................................................................16

8.      PREPAYMENT OF NOTES................................................................16

        8.1    Optional Prepayment With Premium of Notes...................................16

        8.2    Prepayment With Premium of the Notes at the Option of the Company
               upon a Qualified IPO........................................................17

        8.3    Prepayment With Premium of the Notes at the Option of Holders of Notes
               Upon a Change of Control....................................................18

        8.4    Allocation of Partial Prepayments of Notes..................................19

        8.5    Notice of Optional Prepayments of Notes.....................................19

        8.6    Maturity; Accrued Interest; Surrender, etc. of Notes........................19

        8.7    Purchase of Notes...........................................................20

        8.8    Payment on Non-Business Days................................................20

9.      SUBORDINATION OF NOTES AND SUBSIDIARY GUARANTEES...................................20
</TABLE>


                                       ii
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                                TABLE OF CONTENTS

<TABLE>
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                                                                                          PAGE
<S>     <C>                                                                               <C>
10.     REPORTING, AFFIRMATIVE AND NEGATIVE COVENANTS OF THE COMPANY.......................20

        10.1   Reporting...................................................................20

        10.2   Affirmative Covenants.......................................................26

        10.3   Negative Covenants..........................................................29

        10.4   Financial Covenants.........................................................41

11.     DEFINITIONS........................................................................45

        11.1   Definitions of Capitalized Terms............................................45

        11.2   Other Definitions...........................................................64

        11.3   Accounting Terms and Principles; Laws.......................................64

        11.4   Singular and Plural Forms; Accounting Terms.................................65

        11.5   References..................................................................65

12.     EVENTS OF DEFAULT; REMEDIES........................................................65

        12.1   Events of Default Defined; Acceleration of Maturity.........................65

        12.2   Suits for Enforcement, etc..................................................69

        12.3   No Election of Remedies.....................................................69

        12.4   Remedies Not Waived.........................................................70

        12.5   Application of Payments.....................................................70

13.     REGISTRATION, TRANSFER AND EXCHANGE OF SECURITIES..................................70

14.     REPLACEMENT OF SECURITIES..........................................................70

15.     APPOINTMENT OF DIRECTORS...........................................................70

16.     AMENDMENT AND WAIVER...............................................................71

17.     METHOD OF PAYMENT OF SECURITIES....................................................71

18.     EXPENSES; INDEMNITY................................................................72

19.     TAXES..............................................................................72

20.     COMMUNICATIONS.....................................................................72

21.     SURVIVAL OF AGREEMENTS, REPRESENTATIONS AND WARRANTIES, ETC........................73

22.     SUCCESSORS AND ASSIGNS; RIGHTS OF OTHER HOLDERS....................................73
</TABLE>


                                      iii
<PAGE>

                                TABLE OF CONTENTS

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<CAPTION>
                                                                                          PAGE
<S>     <C>                                                                               <C>
23.     PURCHASE FOR INVESTMENT; ERISA.....................................................73

24.     ASSIGNMENT; RIGHT OF FIRST OFFER...................................................75

        24.1   Right of First Offer........................................................75

        24.2   Minimum Amount..............................................................76

        24.3   Company Pro Rata Offer to Purchase..........................................76

25.     GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL..................................78

26.     RULE 144A..........................................................................78

27.     MISCELLANEOUS......................................................................78

28.     CONFIDENTIAL INFORMATION...........................................................79
</TABLE>


                                       iv
<PAGE>

Schedule I              Schedule of holders
Schedule II             Bank Documents
Exhibit 2(a)            Form of Note
Exhibit 2(b)            Form of Warrant
Exhibit 2(d)            Form of Subsidiary Guarantee
Exhibit 5.3(a)          Form of Seller Note
Exhibit 5.3(b)          Outstanding Indebtedness
Exhibit 5.3(e)          Form of Rights Agreement
Exhibit 5.5             Opinion of Baker & McKenzie
Exhibit 5.6             Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
Exhibit 5.7             Opinion of McDermott, Will & Emery
Exhibit 6.3             Conflicts; Governmental Consents
Exhibit 6.4             Pro Forma Financial Statements
Exhibit 6.6             Disclosed Litigation
Exhibit 6.7             Subsidiaries
Exhibit 6.8(b)          Plan Events
Exhibit 6.15            Insurance
Exhibit 6.17            IITRI Acquisition and ESOT Transaction Conditions
Exhibit 6.18            Environmental Matters
Exhibit 7               Use of Proceeds
Exhibit 10.1(a)(iv)(a)  Form of Officers' Certificate
Exhibit 10.1(a)(iv)(b)  Form of Compliance Certificate
Exhibit 10.3(f)         Purchase Price Adjustments; Earn-Outs
Exhibit 11.1.1          Permitted Existing Contingent Obligations
Exhibit 11.1.2          Permitted Existing Indebtedness
Exhibit 11.1.3          Permitted Existing Investments
Exhibit 11.1.4          Permitted Existing Liens
Exhibit 11.1.5          ESOP Plan Documents
Exhibit 11.1.6          ESOT Transaction Documents


<PAGE>

                    ALION SCIENCE AND TECHNOLOGY CORPORATION
                              1750 Tysons Boulevard
                                   Suite 1300
                             McLean, Virginia 22102


                                                               December 20, 2002

To each of the Holders named
on Schedule I attached hereto

Ladies and Gentlemen:

        ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation

(the "Company"), agrees with you as follows.  Certain terms used herein are

defined in section 11.

1.      DESCRIPTION OF ACQUISITION. The Company has agreed to acquire
substantially all of the assets of IIT Research Institute, a not-for-profit
Illinois corporation ("IITRI") for consideration of $117,100,000 (subject to
certain adjustments as provided in the Asset Purchase Agreement) pursuant to the
Acquisition Documents. In order to consummate the IITRI Acquisition, the holders
have agreed to accept as a portion of the purchase price in Notes and Warrants
of the Company on the terms and pursuant to the conditions set forth in this
Agreement.

2.      AUTHORIZATION OF SECURITIES; ETC.

                (a) The Company has authorized the issue of its 12% Senior
Subordinated Notes due December 20, 2008 (herein, together with any notes issued
in exchange therefor or replacement thereof, called the "Notes") in the
aggregate principal amount of $20,343,435.37. The Notes are to be substantially
in the form of Exhibit 2(a) attached hereto.

                (b) The Company has authorized the issue of its warrants
evidencing rights to purchase 524,228.9 shares of its Common Stock (subject to
adjustment) (herein, together with any warrants issued in exchange therefor or
replacement thereof, called the "Warrants"). The Warrants are to be
substantially in the form of Exhibit 2(b) attached hereto.

                (c) Interest on the Notes shall accrue at 12% per annum computed
on the actual number of days elapsed in any year (based on a year of twelve
30-day months and a 360 day year). The first installment of interest on the
Notes is payable on March 31, 2003, and thereafter interest is payable on the
Notes, quarterly in arrears on the last Business Day of March, June, September
and December of each year, commencing March 31, 2003 and at maturity. In no
event shall the amount paid or agreed to be paid by the Company as interest and
premium on any Note exceed the highest lawful rate permissible under any law
applicable thereto.

                (d) Each Material Subsidiary of the Company and each Person, if
any, that hereafter becomes a Material Subsidiary of the Company shall
unconditionally guarantee the

<PAGE>

Notes and all other obligations of the Company and its Subsidiaries, if any,
under the Operative Documents pursuant to separate guarantees, each
substantially in the form of Exhibit 2(d) attached hereto (as amended, modified
and supplemented from time to time, each a "Subsidiary Guarantee"; collectively
the "Subsidiary Guarantees").

3.      SALE AND PURCHASE OF SECURITIES. The Company will issue to you as
consideration under the Asset Purchase Agreement and, subject to the terms and
conditions hereof and in reliance upon the representations and warranties of the
Company contained herein and in the other Operative Documents, you will accept
from the Company, at the Closing specified in section 4, such Securities as are
specified on that portion of Schedule I attached hereto as is applicable to you.

4.      CLOSING. The closing of the sale and delivery of the Securities
hereunder (the "Closing") shall take place at the office of Baker & McKenzie,
Chicago, on December 20, 2002 (or such other date to which you may agree) (the
"Closing Date"). At the Closing, the Company will deliver to you the Securities
in the form of one or more Notes and Warrants, in such denominations and
registered in such names as are specified on Schedule I attached hereto, and in
each case dated and, in the case of each Note, bearing interest from, the
Closing Date. If at the Closing the Company shall fail to tender the Securities
to be delivered to you thereat as provided herein, or if at the Closing any of
the conditions specified in section 5 shall not have been fulfilled to your
satisfaction, you shall, at your election, be relieved of all further
obligations under this Agreement or to close the acquisition transaction
contemplated by the Acquisition Documents, without thereby waiving any other
rights you may have by reason of such failure or such non-fulfillment.

5.      CONDITIONS TO CLOSING. Your obligation to accept the Securities to be
delivered to you hereunder at the Closing is subject to the fulfillment to your
satisfaction, prior to or at the Closing, of the following conditions:

        5.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and
warranties made by the Company herein and in the other Operative Documents shall
have been true and correct when made and shall be true and correct as of the
time of the Closing (after giving effect to the transactions consummated at the
Closing).

        5.2 PERFORMANCE; NO DEFAULT. The Company shall have performed all
agreements and complied with all conditions contained herein and in the other
Operative Documents required to be performed or complied with by it prior to or
at the Closing, and at the time of the Closing, no Default or Event of Default
shall exist and no condition shall exist which has resulted in, or could
reasonably be expected to result in, a Material Adverse Effect.

        5.3 RELATED TRANSACTIONS.

                (a) The IITRI Acquisition shall have been consummated in
accordance with the Acquisition Documents. No material term or condition of the
Acquisition Documents shall have been amended, modified, supplemented or waived,
other than as the same may be or may have been amended as of the Closing
pursuant to the terms and conditions of the applicable Acquisition Document
(true and correct copies of which have been or will be provided to you on


                                      -3-
<PAGE>

or prior to Closing). The purchase price of the Acquired Business shall be paid
at the time of the Closing as follows: (i) an aggregate of $56,000,000 shall be
paid in cash in immediately available funds, (ii) an aggregate of $39,900,000
shall be paid by the issuance of the Seller Notes, each in the form of Exhibit
5.3(a) attached hereto, and (iii) an aggregate of $20,343,435.37 shall be paid
by the issuance of the Notes hereunder. The terms of the Acquisition Documents
shall be satisfactory to you in all material respects.

                (b) The debt and equity capitalization of the Company and each
of its Subsidiaries shall be satisfactory to you in all material respects.
Without limiting the generality of the foregoing, after giving effect to the
IITRI Acquisition, as of the Closing, the Company shall not have any outstanding
Indebtedness other than that evidenced by the Notes and that which is specified
on Exhibit 5.3(b) attached hereto.

                (c) The Bank Documents shall have been executed and delivered
and shall be in full force and effect. The Company shall have established
pursuant thereto (i) a $25,000,000 five-year senior secured revolving credit
facility, and (ii) a $35,000,000 five-year senior secured term loan facility.
The terms of the Bank Documents, including, without limitation, those pursuant
to which the Notes are subordinated to the Bank Secured Obligations, shall be
satisfactory to you in all material respects.

                (d) The Organizational Documents of the Company and its
Subsidiaries shall be satisfactory to you in all material respects.

                (e) You, the ESOP and each other holder of any Shares (or
warrants or options therefor) issued by the Company shall have entered into a
rights agreement in substantially the form of Exhibit 5.3(e) attached hereto
(the "Rights Agreement"), the terms of which shall be satisfactory to you and
which shall be in full force and effect.

                (f) You, the ESOP and the Company shall have entered into a
Warrant in substantially the form of Exhibit 2(b) attached hereto, the terms of
which shall be satisfactory to you and which shall be in full force and effect.

        5.4 COMPLIANCE CERTIFICATE. At the Closing, you shall have received an
Officers' Certificate, dated the Closing Date, certifying that the conditions
specified in sections 5.1, 5.2 and 5.3 (a) and (c) have been fulfilled.

        5.5 OPINION OF COUNSEL FOR THE COMPANY. At the Closing, you shall have
received opinions, dated the Closing Date, from Baker & McKenzie, counsel to the
Company, in substantially the form of Exhibit 5.5 attached hereto.

        5.6 OPINION OF COUNSEL FOR THE ESOP. At the Closing, you shall have
received an opinion, dated the Closing Date, from Paul, Weiss, Rifkind, Wharton
& Garrison, special counsel to the ESOP, in substantially the form of Exhibit
5.6 attached hereto.

        5.7 OPINION OF YOUR SPECIAL COUNSEL. At the Closing, you shall have
received an opinion, dated the Closing Date, from McDermott, Will & Emery, your
special counsel, addressing such legal matters as you may reasonably request.


                                      -4-
<PAGE>

        5.8 LEGAL INVESTMENT; CERTIFICATE. Your acceptance of the Securities to
be issued pursuant hereto shall be permitted under the laws and regulations of
any jurisdiction to which you are subject (without resort to any provision of
any such law permitting limited investments by you without restriction as to the
character of the particular investment).

        5.9 SALE AND PURCHASE NOT FORBIDDEN BY LAW. The offer, issue, sale and
delivery by the Company of the Securities to be issued pursuant hereto and your
acceptance of such Securities at the Closing shall not be prohibited by and
shall not subject you to any tax, penalty or liability under or pursuant to any
law, statute, rule or regulation.

        5.10 PAYMENT OF TRANSACTIONS COSTS. The Company shall have paid in
immediately available funds all fees, expenses and disbursements incurred by you
at or prior to the time of the Closing (including reasonable fees and
disbursements of your special counsel) in connection with the transactions
contemplated by the Operative Documents to the extent and subject to the
limitations provided in the Asset Purchase Agreement.

        5.11 PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the
transactions contemplated by the Operative Documents and all agreements,
documents and instruments incident to such transactions shall be satisfactory in
substance and form to you and your special counsel, and you and your special
counsel shall have received all such counterpart originals or copies of such
agreements, documents and instruments as you or they may reasonably request.

        5.12 EXISTENCE AND AUTHORITY OF THE COMPANY. On or prior to the Closing
Date, you shall have received a certificate of good standing with respect to the
Company and each Subsidiary Guarantor, certified copies of the Organizational
Documents of the Company and each Subsidiary Guarantor, certified copies of the
ESOP Plan Documents and the other Transaction Documents and evidence with
respect to the authorization by the Company, each Subsidiary Guarantor, the ESOT
and the ESOP of the transactions contemplated by this Agreement, the other
Operative Documents and the other Transaction Documents.

        5.13 PRIVATE PLACEMENT NUMBER. On or prior to the Closing Date, Baker &
McKenzie, special counsel for the Company, shall have duly made the appropriate
filings with Standard & Poor's CUSIP Service Bureau in order to obtain the
requisite private placement numbers for the Notes and the Warrants.

        5.14 CONSENTS AND APPROVALS. All necessary consents, approvals and
authorizations of, and declarations, registrations and filings with,
governmental bodies and non-governmental Persons required in order to consummate
the transactions contemplated herein, in the Bank Documents, the Acquisition
Documents, and the other Transaction Documents shall have been obtained or made
and shall be in full force and effect.

        5.15 ABSENCE OF LITIGATION, ORDERS, ETC. There shall not be pending or,
to the knowledge of the Company or its Subsidiaries, threatened, any action,
suit, proceeding, governmental investigation or arbitration against or affecting
any of the Company or its Subsidiaries, or the respective assets or property of
such Persons which seeks to enjoin or restrain any of the transactions
contemplated herein, in the other Operative Documents, in the


                                      -5-
<PAGE>

Bank Documents, or the Acquisition Documents or which is reasonably likely to
have a Material Adverse Effect. No order of any court, arbitrator or
governmental body shall be in effect which purports to enjoin or restrain any of
the transactions contemplated herein or which you reasonably believe in good
faith could constitute a Material Adverse Effect.

        5.16 BLUE SKY. The Company shall have made all filings reasonably
requested by you (if any shall be required) under applicable state securities
laws necessary to consummate the issuance of the Notes and Warrants pursuant to
this Agreement in compliance with such laws.

        5.17 SATISFACTORY PROCEEDINGS. All proceedings taken in connection with
the transactions contemplated by this Agreement, the Notes, the Warrants, the
Bank Documents, the Acquisition Documents, and the other Transaction Documents,
shall be satisfactory in form and substance to you and your special counsel, and
you shall have received a copy (executed or certified as may be appropriate) of
all legal documents or proceedings taken in connection with the consummation of
said transactions.

        5.18 WAIVER OF CONDITIONS. If the conditions specified in this section 5
have not been fulfilled, you may waive compliance by the Company with any such
condition to such extent as you may in your sole discretion determine. Nothing
in this section 5.18 shall operate to relieve the Company of its obligations
hereunder or to waive any of your rights against the Company.

6.      REPRESENTATIONS AND WARRANTIES. The Company represents and warrants that
as of the Closing (after giving effect to the transactions consummated at the
Closing under the Transaction Documents, including, without limitation, the
IITRI Acquisition):

        6.1 ORGANIZATION; POWERS. The Company and each of its Subsidiaries (a)
is a corporation validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) is duly qualified to do business as a
foreign entity and is in good standing under the laws of each jurisdiction in
which failure to be so qualified and in good standing could reasonably be
expected to have a Material Adverse Effect, and (c) has all requisite power and
authority to own, operate and encumber its property and to conduct its business
as presently conducted and as proposed to be conducted.

        6.2 AUTHORITY, EXECUTION AND DELIVERY; TRANSACTION DOCUMENTS.

                (a) Power and Authority. The Company and each of its
Subsidiaries has the requisite power and authority to execute, deliver and
perform this Agreement and the other Operative Documents, each of the
Transaction Documents which are to be executed by it in connection with the
IITRI Acquisition and the ESOT Transaction and which have been executed by it as
required by the Bank Documents and (ii) to file the Transaction Documents which
must be filed by it in connection with this Agreement and the other Operative
Documents, the IITRI Acquisition or the ESOT Transaction or which have been
filed by it as required by this Agreement, the other Operative Documents, the
Bank Documents or otherwise with any Governmental Authority.

                (b) Execution and Delivery. The execution, delivery, performance
and filing, as the case may be, of each of this Agreement and the other
Operative Documents, and each of


                                      -6-
<PAGE>

the other Transaction Documents which must be executed or filed by the Company
or any of its Subsidiaries in connection with the IITRI Acquisition or the ESOT
Transaction or which have been executed or filed as required by the Bank
Documents or otherwise and to which the Company or any of its Subsidiaries is
party, and the consummation of the transactions contemplated hereby and thereby,
have been duly approved by the respective boards of directors and, if necessary,
the stockholders of the Company and its Subsidiaries, and such approvals have
not been rescinded. No other action or proceedings on the part of the Company or
its Subsidiaries are necessary to consummate such transactions.

                (c) Transaction Documents. Each of this Agreement, the other
Operative Documents and the other Transaction Documents to which the Company or
any of its Subsidiaries is a party has been duly executed, delivered or filed,
as the case may be, by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms (except as
enforceability may be limited by bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors' rights generally), is in full force and
effect, and no material term or condition thereof has been amended, modified or
waived from the terms and conditions contained in the Transaction Documents
delivered to the holders pursuant to section 5.3 of this Agreement without the
prior written consent of the Required Holders, and the Company and its
Subsidiaries have, and, to the best of the Company's and its Subsidiaries'
knowledge, all other parties thereto have, performed and complied with all the
terms, provisions, agreements and conditions set forth therein and required to
be performed or complied with in all material respects by such parties, and no
unmatured default, default or breach of any covenant by any such party exists
thereunder.

        6.3 NO CONFLICT; GOVERNMENTAL CONSENTS. The execution, delivery and
performance of each of this Agreement, the other Operative Documents and the
other Transaction Documents to which the Company or any of its Subsidiaries is a
party do not and will not (a) conflict with the Organizational Documents of the
Company or any such Subsidiary, (b) (i) constitute a tortious interference with
any Contractual Obligation of any Person (ii) conflict with, result in a breach
of or constitute (with or without notice or lapse of time or both) a default
under any Requirement of Law (including, without limitation, any Environmental
Property Transfer Act) or Contractual Obligation of the Company or any such
Subsidiary, or require termination of any Contractual Obligation of the Company
or any such Subsidiary which, in the case of clause (ii), could be reasonably
expected to have a Material Adverse Effect, (c) result in or require the
creation or imposition of any Lien whatsoever upon any of the property or assets
of the Company or any such Subsidiary, other than Liens permitted or created by
the Transaction Documents, or (d) require any approval of the Company's or any
such Subsidiary's board of directors or stockholders except such as have been
obtained. Except as set forth on Exhibit 6.3 attached hereto, the execution,
delivery and performance of each of the Transaction Documents to which the
Company or any of its Subsidiaries is a party do not and will not require any
registration with, consent or approval of, or notice to, or other action to,
with or by any Governmental Authority, including under any Environmental
Property Transfer Act, except filings, consents or notices which have been made,
obtained or given, or which, if not made, obtained or given, individually or in
the aggregate could not reasonably be expected to have a Material Adverse
Effect.


                                      -7-
<PAGE>

        6.4 FINANCIAL STATEMENTS.

                (a) Pro Forma Financials. The combined, projected pro forma
balance sheet, income statements and statements of cash flow of the Company and
its Subsidiaries, copies of which are attached hereto as Exhibit 6.4, present on
a pro forma basis the financial condition of the Company and such Subsidiaries
as of such date, and reflect on a pro forma basis those liabilities reflected in
the notes thereto and resulting from consummation of the IITRI Acquisition, the
ESOT Transaction, the issuance of the Notes and the Seller Notes and the other
transactions contemplated by this Agreement, the other Operative Documents and
the Bank Documents, and the payment or accrual of all transaction costs payable
on the Closing Date with respect to any of the foregoing. The projections and
assumptions expressed in the pro forma financials referenced in this section
6.4(a) were prepared in good faith and represent management's opinion based on
the information available to the Company at the time so furnished and, since the
preparation thereof and up to the Closing Date, there has occurred no change in
the business, financial condition, operations, or prospects of the Company or
any of its Subsidiaries, or the Company and its Subsidiaries taken as a whole
which has had or could reasonably be expected to have a Material Adverse Effect.

                (b) Audited Financial Statements. Complete and accurate copies
of the audited financial statements and the audit reports related thereto of
IITRI and its consolidated Subsidiaries as at September 30, 2001 and of the
business and assets of IITRI to be acquired by the Company pursuant to the Asset
Purchase Agreement as at September 30, 2001, and (ii) the unaudited financial
statements of IITRI and its consolidated Subsidiaries as of September 30, 2002
and of the business and assets of IITRI to be acquired by the Company pursuant
to the Asset Purchase Agreement as of September 30, 2002, have been delivered to
the initial holders.

        6.5 TAXES.

                (a) Tax Examinations. All deficiencies which have been asserted
against the Company or any of the Company's Subsidiaries as a result of any
federal, state, local or foreign tax examination for each taxable year in
respect of which an examination has been conducted have been fully paid or
finally settled or are being contested in good faith, and no issue has been
raised by any taxing authority in any such examination which, by application of
similar principles, could reasonably be expected to result in assertion by such
taxing authority of a material deficiency for any other year not so examined
which has not been reserved for in the Company's consolidated financial
statements to the extent, if any, required by Agreement Accounting Principles.
Except as permitted pursuant to section 10.2(d), neither the Company nor any of
its Subsidiaries anticipates any tax liability with respect to the years which
have not been closed pursuant to applicable law.

                (b) Payment of Taxes. All tax returns and reports of the Company
and its Subsidiaries required to be filed have been timely filed, and all taxes,
assessments, fees and other governmental charges thereupon and upon their
respective property, assets, income and franchises which are shown in such
returns or reports to be due and payable have been paid except those items which
are being contested in good faith and have been reserved for in accordance with
Agreement Accounting Principles. The Company has no knowledge of any


                                      -8-
<PAGE>

proposed tax assessment against the Company or any of its Subsidiaries that will
have or could reasonably be expected to have a Material Adverse Effect.

                (c) Subchapter S Status. As of the Closing Date, the Company has
executed and has caused all other Persons to execute the applicable election
forms or other filings required to be made for purposes of the Company's
election to be taxed as an "S corporation" as such term is defined in Section
1361 of the Code. Beginning with the Company's taxable year ending September 30,
2002, the Company was and as of the Closing Date remains taxable as an S
corporation. The ESOT is not subject to tax imposed under the Code with respect
to any item of income or loss of the Company or any Subsidiary of the Company.

        6.6 LITIGATION; LOSS CONTINGENCIES. Except as set forth in Exhibit 6.6
attached hereto (the "Disclosed Litigation"), there is no action, suit,
proceeding, arbitration or, to the Company's knowledge, investigation before or
by any Governmental Authority or private arbitrator pending or, to the Company's
knowledge, threatened against or affecting the Company or any of its
Subsidiaries or any property of any of them. Neither any of the Disclosed
Litigation nor any action, suit, proceeding, arbitration or investigation which
has commenced on or prior to the Closing Date (a) challenges the validity or the
enforceability of any material provision of the Transaction Documents or (b) has
or could reasonably be expected to have a Material Adverse Effect. There is no
material loss contingency within the meaning of Agreement Accounting Principles
which has not been reflected in the consolidated financial statements of the
Company prepared and delivered pursuant to section 6.4(b) for the fiscal period
during which such material loss contingency was incurred. Neither the Company
nor any of its Subsidiaries is (x) in violation of any applicable Requirements
of Law which violation will have or could reasonably be expected to have a
Material Adverse Effect, or (y) subject to or in default with respect to any
final judgment, writ, injunction, restraining order or order of any nature,
decree, rule or regulation of any court or Governmental Authority which will
have or could reasonably be expected to have a Material Adverse Effect. To the
Company's knowledge, neither the ESOP Fiduciary nor the ESOT Trustee has made
any assertion with respect to the ESOP or the ESOT contrary to or inconsistent
with the accuracy of any representation or warranty set forth in section 6.5(c)
or section 6.19 that could reasonably be expected to have in a Material Adverse
Effect.

        6.7 SUBSIDIARIES; CAPITALIZATION.

                (a) Exhibit 6.7(a) attached hereto (i) contains a description of
the corporate structure of the Company or its Subsidiaries; and (ii) accurately
sets forth (A) the correct legal name, the jurisdiction of incorporation and the
jurisdictions in which each of the Company and the direct and indirect
Subsidiaries of the Company are qualified to transact business as a foreign
corporation, and (B) the authorized, issued and outstanding shares of each class
of Capital Stock of the Company and each of its Subsidiaries and the owners of
such shares (both as of the Closing Date and on a fully-diluted basis). Except
for (i) mandatory redemption or repurchase of Capital Stock of the Company as a
result of distributions by the ESOT to participants of the ESOP pursuant to the
ESOP Plan Documents subsequent to their termination of employment with the
Company or any Controlled Group member, (ii) the requirements of Section
401(a)(28) of the Code or any substantially similar Requirement of Law, (iii)
the Incentive Arrangements


                                      -9-
<PAGE>

disclosed on Exhibit 6.7(a), and the Warrants and the Seller Warrants, (iv) the
put and call rights contained in the Warrants and the Seller Warrants, (v) the
vesting provisions of the ESOP, or (vi) agreements otherwise disclosed on
Exhibit 6.7(a), none of the issued and outstanding Capital Stock of the Company
or any of the Company's Subsidiaries is subject to any vesting, redemption, or
repurchase agreement, and there are no warrants or options outstanding with
respect to such Capital Stock except for the Warrants and the Seller Warrants
and except as may be in effect from time to time with respect Incentive
Arrangements. The outstanding Capital Stock of the Company and each of its
Subsidiaries is duly authorized, validly issued, fully paid and nonassessable
and is not Margin Stock; and, except as provided in the Rights Agreement, the
Warrants and the Seller Warrants, not subject to any preemptive right, right of
first refusal or offer or similar right on the part of any other Person, and all
of such Capital Stock has been (or will have been) offered and issued in
accordance with all applicable laws. Except as set forth on Exhibit 6.7(a)
attached hereto and except to the extent Persons may be deemed beneficial owners
by virtue of familial relationships with a holder of Capital Stock or in
connection with a trust established for the benefit of family members by a
holder of Capital Stock, the owners of the Capital Stock indicated on Exhibit
6.7(a) attached hereto own the Capital Stock indicated on such exhibit free of
any Lien, proxy, voting agreement, voting trust, stockholders agreement (other
than the Rights Agreement) or similar agreement or restriction. Except as set
forth on Exhibit 6.7(a) attached hereto, neither the Organizational Documents
nor any other agreement, document or instrument binding on or applicable to the
Company or any of its Subsidiaries or any of its stockholders contains any
provision requiring a higher voting requirement with respect to action taken
(and/or to be taken) by its board of directors or stockholders than that which
would apply in the absence of such provision.

                (b) Except as provided in the Rights Agreement, the Warrants,
the Seller Warrants and except as set forth on Exhibit 6.7(b) attached hereto
(after giving effect to the consummation of the transactions consummated at the
Closing under the Transaction Documents), (i) there are no outstanding
securities convertible into or exercisable or exchangeable for any Capital Stock
of the Company or any of its Subsidiaries and no outstanding agreements for the
purchase from, or sale or issuance by, the Company or any of its Subsidiaries of
any of their respective Capital Stock or any securities convertible into or
exercisable or exchangeable for such Capital Stock; (ii) there are no agreements
on the part of the Company or any of its Subsidiaries to issue, sell or
distribute any of their respective Capital Stock, other securities or assets;
(iii) neither the Company nor any of its Subsidiaries has any obligation
(contingent or otherwise) to purchase, redeem or otherwise acquire any of their
respective Capital Stock or other securities or any interest therein or to pay
any dividend or make any distribution in respect thereof; and (iv) no Person is
entitled to any rights with respect to the registration of any Capital Stock or
other securities of the Company or any of its Subsidiaries under the Securities
Act (or the securities laws of any other jurisdiction).

                (c) The aggregate number of shares of Common Stock issuable upon
exercise in full of the Warrants immediately after the Closing is 524,228.9,
which, if then issued, would constitute 12.475% of the Common Stock (calculated
assuming the conversion, exercise and exchange of all outstanding securities
convertible into and exercisable or exchangeable for shares of Common Stock,
including, without limitation, the Warrants and the Seller Warrants). The
Company has reserved 524,228.9 shares of Common Stock solely for issuance upon
exercise of


                                      -10-
<PAGE>

the Warrants. The Company has adopted stock appreciation rights plan. The
Company has not reserved any shares of Common Stock pursuant to the Company's
stock appreciation rights plan.

        6.8 ERISA.

                (a) Plan Documents. The ESOP Plan Documents identified in
Exhibit 11.1.5 to this Agreement (each as may be amended from time to time as
provided therein) are all of the material documents pursuant to which the ESOP
and ESOT are maintained by the Company, or concerning the Company's obligations
with respect to the ESOP and ESOT. The ESOT Transaction Documents identified in
Exhibit 11.1.6 to this Agreement (without any modifications or amendments
thereto), together with the ESOP Plan Documents identified in Exhibit 11.1.5 to
this Agreement (without any modifications or amendments thereto), are all duly
adopted by the Company to the extent intended to be so adopted.

                (b) Plan Events. The representations and warranties in this
section 6.8(b) are subject to the disclosures made on Exhibit 6.8(b) attached
hereto. No Benefit Plan has incurred any material accumulated funding deficiency
(as defined in Sections 302(a)(2) of ERISA and 412(a) of the Code) whether or
not waived. Neither the Company nor any member of the Controlled Group has
incurred any material liability to the PBGC which remains outstanding other than
the payment of premiums, and there are no premium payments which have become due
which are unpaid. With respect to each Benefit Plan, Schedule B to the most
recent annual report filed with the IRS with respect to such plan is complete
and accurate in all material respects. Since the date of each such Schedule B,
there has been no material adverse change in the funding status or financial
condition of the Benefit Plan relating to such Schedule B. As of the last day of
the most recent prior plan year, the market value of assets under each Benefit
Plan, other than any Multiemployer Plan, was not by a material amount less than
the present value of benefit liabilities thereunder (determined in accordance
with the actuarial valuation assumptions described therein). Neither the Company
nor any member of the Controlled Group has (i) failed to make a required
contribution or payment to a Multiemployer Plan of a material amount or (ii)
incurred a material complete or partial withdrawal under Sections 4203 or 4205
of ERISA from a Multiemployer Plan. Neither the Company nor any member of the
Controlled Group has failed to make a required installment or any other required
payment under Section 412 of the Code on or before the due date for such
installment or other payment. Neither the Company nor any member of the
Controlled Group is required to provide security of a material amount to a
Benefit Plan pursuant to Section 401(a)(29) of the Code due to a Plan amendment
that results in an increase in current liability for the plan year. Except as
set forth on Exhibit 6.8(b), neither the Company nor any of its Subsidiaries
maintains or contributes to any employee welfare benefit plan within the meaning
of Section 3(1) of ERISA or any other arrangement which provides benefits to one
or more employees, officers, directors, or consultants after termination of
employment other than as required by Section 601 of ERISA or Section 4980(B) of
the Code or applicable law and other than any such plan or arrangement with
respect to which the Company and its Subsidiaries do not have any liability of a
material amount. Each Plan is designed to be qualified under Section 401(a) of
the Code as currently in effect, and each trust related to any such Plan is
designed to be exempt from federal income tax under Section 501(a) of the Code
as currently in effect. With respect to each Plan, the Company and each of its
Subsidiaries, the ESOP Fiduciary and, to the best knowledge of the Company, the
ESOT Trustee


                                      -11-
<PAGE>

are in compliance in all material respects with the responsibilities,
obligations and duties, if any, imposed on them by ERISA and the Code. Each Plan
and Non-ERISA Commitment complies in all material respects in form, and has been
administered in all material respects in accordance with its terms and, in
accordance with all applicable laws and regulations, including but not limited
to ERISA and the Code. There is no material action, suit or claim pending or
threatened with respect to any Plan other than routine claims for benefits.
There have been no and there is no non-exempt prohibited transaction described
in Sections 406 of ERISA or 4975 of the Code which could reasonably be expected
to subject the Company to material liability. Neither the Company nor any member
of the Controlled Group has taken or failed to take any action which would
constitute or result in a Termination Event, which action or inaction could
reasonably be expected to subject the Company or any of its Subsidiaries to
liability, individually or in the aggregate, in excess of $1,500,000. Neither
the Company nor any Subsidiary is subject to any material liability under, or to
the best of Company's knowledge, has any potential material liability under,
Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA and no other member of the
Controlled Group is subject to any liability under Sections 4063, 4064, 4069,
4204 or 4212(c) of ERISA. Except as set forth on Exhibit 6.8(c), neither the
Company nor any of its Subsidiaries has, by reason of the ESOT Transaction or
any other transaction contemplated hereby, any obligation to make any payment to
any current or former employee, director, officer or consultant pursuant to any
Plan or Non-ERISA Commitment or any obligation to make any such payment at a
time earlier than when it would be otherwise payable except for any payment to
be made upon termination of employment. For purposes of this section 6.8(b),
"material" means any amount, noncompliance or basis for liability which could
reasonably be expected to subject the Company or any of its Subsidiaries to
liability, individually or in the aggregate, in excess of $1,500,000.

        6.9 ACCURACY OF INFORMATION. The information, exhibits and reports (i)
prepared by the Company and (ii) prepared by any other Person, in each case,
furnished by or on behalf of the Company and any of its Subsidiaries to the
holders in connection with the negotiation of, or compliance with, this
Agreement and the other Operative Documents, the representations and warranties
of the Company and its Subsidiaries contained in this Agreement and the other
Operative Documents, and all certificates and documents delivered to the holders
pursuant to the terms thereof, taken as a whole, do not contain, and with
respect to the information, exhibits and reports identified in clause (ii)
above, to the best of the Company's knowledge do not contain, as of the date
furnished any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements contained herein or therein, in
light of the circumstances under which they were made, not misleading.

        6.10 SECURITIES ACTIVITIES. Neither the Company nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying Margin Stock. Margin Stock constitutes less than 25% of
the value of the assets of the Company and its Subsidiaries.

        6.11 MATERIAL AGREEMENTS. Neither the Company nor any of its
Subsidiaries is a party to any Contractual Obligation or subject to any charter
or other corporate restriction which individually or in the aggregate has had or
could reasonably be expected to have a Material Adverse Effect. Except as set
forth in Exhibit 6.11, neither the Company nor any of its


                                      -12-
<PAGE>

Subsidiaries has received notice or has knowledge that (a) it is in default in
the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in any Contractual Obligation applicable to it, or (b)
any condition exists which, with the giving of notice or the lapse of time or
both, would constitute a default with respect to any such Contractual
Obligation, in each case, except where such default or defaults, if any,
individually or in the aggregate will not have or could not reasonably be
expected to have a Material Adverse Effect.

        6.12 COMPLIANCE WITH LAWS. The Company and its Subsidiaries are in
compliance with all Requirements of Law applicable to them and their respective
businesses, in each case where the failure to so comply individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect.

        6.13 ASSETS AND PROPERTIES. The Company and each of its Subsidiaries has
good and marketable title to all of its assets and properties (tangible and
intangible, real or personal) owned by it and a valid leasehold interest in all
of its leased assets (except insofar as marketability may be limited by any laws
or regulations of any Governmental Authority affecting such assets), and all
such assets and property are free and clear of all Liens, except Liens permitted
under section 10.3(c) of this Agreement. Substantially all of the assets and
properties owned by, leased to or used by the Company and/or each such
Subsidiary of the Company are in adequate operating condition and repair,
ordinary wear and tear excepted. Neither this Agreement, the other Operative
Documents nor any other Transaction Document, nor any transaction contemplated
under any such agreement, will affect any right, title or interest of the
Company or such Subsidiary in and to any of such assets in a manner that would
have or could reasonably be expected to have a Material Adverse Effect.

        6.14 STATUTORY INDEBTEDNESS RESTRICTIONS. Neither the Company nor any of
its Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, or the
Investment Company Act of 1940, or any other foreign, federal or state statute
or regulation which limits its ability to incur indebtedness or its ability to
consummate the transactions contemplated hereby.

        6.15 INSURANCE. Exhibit 6.15 attached hereto accurately sets forth as of
the Closing Date all insurance policies and programs currently in effect with
respect to the respective properties and assets and business of the Company and
its Subsidiaries, specifying, for each such policy and program, (a) the amount
thereof, (b) the risks insured against thereby, (c) the name of the insurer and
each insured party thereunder, (d) the policy or other identification number
thereof, (e) the expiration date thereof, and (f) any reserves relating to any
self-insurance program that is in effect. Such insurance policies and programs
reflect coverage that is reasonably consistent with prudent industry practice,
and shall include, without limitation, property and liability (and, if
appropriate, business interruption) insurance.

        6.16 [RESERVED].

        6.17 IITRI ACQUISITION AND ESOT TRANSACTION. As of the Closing Date and
immediately prior to issuing the Notes:


                                      -13-
<PAGE>

                (a) The Asset Purchase Agreement and the ESOT Transaction
Documents are in full force and effect, no material breach, default or waiver of
any term or provision thereof by the Company or any of its Subsidiaries which
are parties thereto or, to the best of the Company's knowledge, the other
parties thereto, has occurred (except for such breaches, defaults and waivers,
if any, consented to in writing by the Required Holders) and no action has been
taken by any competent authority which restrains, prevents or imposes any
material adverse condition upon, or seeks to restrain, prevent or impose any
material adverse condition upon, the IITRI Acquisition or the ESOT Transaction;

                (b) The representations and warranties of the Company contained
in the ESOT Stock Purchase Agreement are true and correct in all material
respects; and

                (c) Except as set forth on Exhibit 6.17 attached hereto, all
conditions precedent to, and all consents necessary to permit, the funding of
the IITRI Acquisition and the ESOT Transaction have been satisfied or waived
with the approval of the Required Holders (such approval not to be unreasonably
withheld).

        6.18 ENVIRONMENTAL MATTERS.

                (a) Environmental Representations. Except as disclosed on
Exhibit 6.18 attached hereto:(i) the operations of the Company and its
Subsidiaries comply in all material respects with Environmental, Health or
Safety Requirements of Law;(ii) the Company and its Subsidiaries have all
material permits, licenses or other authorizations required under Environmental,
Health or Safety Requirements of Law and are in material compliance with such
permits; (iii) neither the Company, any of its Subsidiaries nor any of their
respective present property or operations, or, to the Company's or any of its
Subsidiaries' knowledge, any of their respective past property or operations,
are subject to or the subject of, any investigation known to the Company or any
of its Subsidiaries, any judicial, administrative or regulatory proceeding
(including enforcement proceeding), order, judgment, decree, settlement or other
agreement respecting: (A) any alleged or actual material violation of
Environmental, Health or Safety Requirements of Law; (B) any material remedial
action; or (c) any material claims or liabilities arising from the Release or
threatened Release of a Contaminant into the environment; (iv) there is not now,
nor to the Company's or any of its Subsidiaries' knowledge has there ever been,
on or in the property of the Company or any of its Subsidiaries any landfill,
waste pile, underground storage tanks, aboveground storage tanks, surface
impoundment or hazardous waste or hazardous material storage facility of any
kind, any polychlorinated biphenyls (PCBs) used in hydraulic oils, electric
transformers or other equipment, or any asbestos containing material nor any
improperly stored, handled or disposed of contaminant of any kind not maintained
or operated in compliance with Environmental, Health or Safety Requirements of
Law; and (v) neither the Company nor any of its Subsidiaries has any material
Contingent Obligation in connection with any Release or threatened Release of a
Contaminant into the environment. (b) Materiality. For purposes of this section
6.18 "material" means any noncompliance or basis for liability which could
reasonably be likely to subject the Company or any of its Subsidiaries to
liability, individually or in the aggregate, in excess of $1,500,000.

        6.19 SOLVENCY. After giving effect to (a) the issuance of the Notes on
the Closing Date under this Agreement, (b) the other transactions contemplated
by the this Agreement, the other


                                      -14-
<PAGE>

Operative Documents and the other Transaction Documents, including the
consummation of the ESOT Transaction and (c) the payment and accrual of all
transaction costs with respect to the foregoing, the Company and its
Subsidiaries taken as a whole are Solvent.

        6.20 ADDITIONAL ESOP PROVISIONS.

                (a) Organization and Powers. The ESOT has been duly organized
and is a validly existing trust and has all the requisite powers and authority
to execute and deliver the Transaction Documents which have been or are to be
executed by it and to perform its obligations under and the transactions
contemplated by the Transaction Documents. The execution and delivery by the
ESOT of the Transaction Documents have been duly authorized and completed by all
necessary actions of it and such executions and deliveries and the performance
by it of its obligations under and the transactions contemplated by the
Transaction Documents do not contravene any provision of law and the Transaction
Documents which have been or are to be executed by it are legal, valid and
binding obligations of it enforceable against it in accordance with the terms
thereof, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, or moratorium or other similar laws relating to the
enforcement of creditors' rights generally and by general equitable principles
other than general equitable principles as may be applicable to any non-exempt
prohibited transactions described in Section 406 of ERISA or Section 4975 of the
Code. Each of such Transaction Documents is in full force and effect and no term
or condition thereof has been amended, modified or waived from the terms and
conditions contained in the Transaction Documents delivered to the holders
pursuant to Section 5.3 of this Agreement without the consent of the Required
Holders (which consent shall not be unreasonably withheld), except to the extent
such amendment, modification or waiver could not reasonably be expected to have
a material adverse effect upon the holders or otherwise have a Material Adverse
Effect (true and correct copies of which have been provided to you on or prior
to the Closing). The ESOT has performed and complied with all the material
terms, provisions, agreements and conditions set forth therein and required to
be performed or complied with by the ESOT, and no unmatured default, default or
breach of any covenant by any such party exists thereunder.

                (b) No Conflicts. The execution, delivery and performance of
each of the Transaction Documents to which the ESOT is a party do not (i)
conflict with the ESOP Plan Documents, (ii) conflict with any Requirement of
Law, or (iii) require a registration with, consent or approval of, or notices
to, or other action to, with or by any Governmental Authority, other than
filings as required by section 10.2(l).

                (c) Assets of ESOP and ESOT. None of the assets of the Company
constitute, for any purpose of ERISA or Section 4975 of the Code, assets of the
ESOP or any other "plan" as defined in Section 3(3) of ERISA or Section 4975 of
the Code.

                (d) No Prohibited Transaction. No non-exempt prohibited
transaction described in Section 406 of ERISA or Section 4975 of the Code has
occurred with respect to the ESOP, and neither issuance of the Notes pursuant to
this Agreement, the issuance of the Seller Notes, the loans under the Bank
Credit Agreement nor the ESOT Transaction constitute or give rise to any such
non-exempt prohibited transaction.


                                      -15-
<PAGE>

                (e) Qualification. The ESOP is qualified under Section 401(a) of
the Code, and the ESOP is an employee stock ownership plan as defined in Section
4975(e)(7) of the Code.

                (f) ESOP Documents. The Company has provided each holder of
Notes a complete and accurate copy of the ESOP Plan Documents pursuant to which
the ESOP and ESOT are maintained by the Company, or which concern the Company's
obligations with respect to the ESOP and ESOT, as of the Closing Date and the
ESOT Transaction Documents as in effect on the Closing Date and the ESOP Plan
Documents and the ESOT Transaction Documents are in full force and effect and
have not been amended or modified.

                (g) Exempt Transaction. To the Company's knowledge, neither the
issuance of the Notes or the Seller Notes is for any purpose of Section 406 of
ERISA or Section 4975 of the Code a direct or indirect loan or other transaction
between any holder of Notes or Seller Notes and the ESOT which, if it is assumed
that any holder is a "party in interest" and a "disqualified person" (as defined
in Section 3(14) of ERISA and Section 4975 of the Code), is a non-exempt
prohibited transaction described in Section 406 of ERISA or Section 4975 of the
Code.

                (h) No Taxable Event. Neither the Company nor any of its
Subsidiaries is or shall be subject to the tax imposed by Section 4978 of the
Code with respect to any "disposition" by the ESOT of any shares of Capital
Stock of the Company.

                (i) No Investigations. To the Company's knowledge, there is no
investigation or review by any Governmental Agency, or action, suit, proceeding
or arbitration, pending or concluded, concerning any matter with respect to the
ESOP or ESOT relevant as to whether any representation set forth at section
6.5(c) or this section 6.20 was, or has or will at anytime become, inaccurate or
breached or, if were to be made at any time prior to the satisfaction of all
obligations under this Agreement and the other Operative Documents, would be
inaccurate when made (other than in respect of (A) periodic requests to the IRS
to issue a favorable determination letter to the effect that the ESOP is and
continues to be a qualified plan and employee stock ownership plan and (B)
Annual Reports (IRS Form 5500 Series) for the ESOP, and neither the ESOP
Fiduciary nor, to the best knowledge of the Company, the ESOT Trustee, has made
any assertion with respect to the ESOP or ESOT contrary to or inconsistent with
the accuracy of any such representation which assertion could reasonably be
expected to have a Material Adverse Effect.

7.      USE OF PROCEEDS. The proceeds of the loans made on the Closing Date
under the Bank Credit Agreement will be used by the Company to pay certain fees
and expenses incurred in connection with the IITRI Acquisition, this Agreement
and the Seller Notes and to partially fund the purchase price paid in the IITRI
Acquisition, all as further specified on Exhibit 7 attached hereto.

8.      PREPAYMENT OF NOTES.

        8.1 OPTIONAL PREPAYMENT WITH PREMIUM OF NOTES.


                                      -16-
<PAGE>

                (a) At any time and from time to time after the second
anniversary of the Closing Date, the Company may, at its option, upon notice as
set forth in section 8.5, prepay all or any part (in an integral multiple of
$500,000 and a minimum of $1,000,000 or such lesser principal amount thereof as
shall then be outstanding) of the Notes, together with all accrued and unpaid
interest thereon, upon the concurrent payment of a premium (a percentage of the
principal amount so prepaid pursuant to this section 8.1) (the "Applicable
Premium") applicable in accordance with the following table depending on the
period in which the date fixed for such prepayment occurs:

<TABLE>
<CAPTION>
If the Prepayment Occurs                                               Applicable Premium
------------------------                                               ------------------
<S>                                                                    <C>
From and after December 20, 2004 to and including December 19, 2005    6%
From and after December 20, 2005 to and including December 19, 2006    3%
From and after December 20, 2006 to and including December 19, 2007    1%
From and after December 20, 2007                                       0%
</TABLE>

                (b) The Applicable Premium shall apply if, by reason of the
occurrence of an Event of Default and acceleration of the maturity of the Notes,
the principal amount of the Notes shall be prepaid, except that if such
prepayment occurs on or before the second anniversary of the Closing Date, the
Applicable Premium shall be deemed to be seven percent (7%).

        8.2 PREPAYMENT WITH PREMIUM OF THE NOTES AT THE OPTION OF THE COMPANY
UPON A QUALIFIED IPO.

                (a) In connection with a Qualified IPO, the Company may, at its
option, upon notice as set forth in section 8.5, prepay all or any part (in an
integral multiple of $500,000 and a minimum of $1,000,000) of the Notes upon the
concurrent payment of an amount equal to the Adjusted Applicable Premium if a
Qualified IPO occurs on or before the second anniversary of the Closing Date and
thereafter subject to payment of the Applicable Premium, provided that any
prepayment of the Notes pursuant to this section 8.2 must be made concurrently
with the closing of such Qualified IPO (such prepayment date being hereinafter
referred to as the "Qualified IPO Closing Date"). Each notice pursuant to
section 8.5 of a prepayment under this section 8.2 shall be accompanied by an
Officers' Certificate certifying and demonstrating that this section 8.2 is
being complied with in connection with such prepayment.

                (b) For purposes of this section 8.2:

                        (i) "Adjusted Applicable Premium" shall mean: (A) if the
                Investment IRR is equal to or greater than 25%, zero; (B) if the
                Investment IRR is less than 25%, such percentage as shall cause
                the Investment IRR (after giving effect to the payment of such
                amount) to be equal to 25%;


                                      -17-
<PAGE>

                        (ii) "Investment IRR" shall mean the internal per annum
                rate of return (compounded annually and determined in accordance
                with Agreement Accounting Principles as of the Qualified IPO
                Closing Date) earned on a combined basis by the holders of the
                Notes and Warrants on the $20,343,435.37 aggregate amount of
                Notes received on the Closing Date through the Qualified IPO
                Closing Date, but in any event (A) taking into account the
                payments (x) of principal, interest and premium and fees, if
                any, on the Notes and (y) on or in respect of the Warrants and
                Warrant Shares, if any, which were actually received prior to or
                concurrently with the Qualified IPO Closing Date, and (B)
                assuming (1) that the Notes are prepaid in full without premium
                (notwithstanding the provisions of this section 8 to the
                contrary) on the Qualified IPO Closing Date, and (2) that the
                holders of the Warrants and Warrant Shares receive on the
                Qualified IPO Closing Date a payment in respect of or in
                exchange for the Warrants and Warrant Shares equal to the
                aggregate number of Warrants and Warrant Shares then outstanding
                multiplied by the public offering price per Share (less all
                underwriting discounts and commissions);

                        (iii) "Qualified IPO" shall mean the consummation of one
                or more underwritten public offerings of the Company's Common
                Stock pursuant to an effective registration statement which
                results in gross aggregate proceeds to the sellers in such
                offerings of not less than U.S. $30,000,000 (excluding proceeds
                received in such offerings from "affiliates" of the Company,
                within the meaning of Rule 12b-2 of the SEC under the 34 Act
                (other than any holder of Notes) or the ESOP) and pursuant to
                which the Company obtains a listing for its shares on a United
                States national securities exchange, the Nasdaq National Market
                System, or an automated quotation system of nationally
                recognized standing

        8.3 PREPAYMENT WITH PREMIUM OF THE NOTES AT THE OPTION OF HOLDERS OF
NOTES UPON A CHANGE OF CONTROL.

                (a) Within five Business Days following the date upon which an
Authorized Officer of the Company first has knowledge that a Change of Control
has occurred or executes a definitive written agreement with respect to an
impending Change of Control, the Company shall give written notice of such
Change of Control (a "Change of Control Notice") to each holder of a Note, which
Change of Control Notice shall (i) describe the facts and circumstances of such
Change of Control in reasonable detail, (ii) refer to this section 8.3 and the
rights of the holders of Notes hereunder, (iii) contain an offer to prepay on a
date, which shall be no more than 60 days and not less than 30 days after the
date upon which an Authorized Officer of the Company first acquired knowledge of
such Change of Control, the entire unpaid principal amount of the Notes held by
such holder, together with interest thereon to the prepayment date and, together
with the Change of Control Premium with respect to each Note prepaid (showing in
such offer the amount of interest which would be paid on such prepayment date
and the Change of Control Premium), and (iv) request such holder to notify the
Company in writing by a stated date (a "Response Date"), which date is not less
than 10 days prior to the prepayment date and not more than 30 days after such
holder's receipt of the Change of Control Notice, of its acceptance or rejection
of such prepayment offer. If a holder does not notify the Company on or before
the


                                      -18-
<PAGE>

Response Date specified in the Change of Control Notice of such holder's
acceptance of the prepayment offer contained therein, then the holder shall be
deemed to have accepted such offer. On the date that the Change of Control
Premium, if any, can be calculated, the Company shall notify each holder which
has not rejected such prepayment offer by facsimile of the Change of Control
Premium payable to such holder on the prepayment date, showing the Company's
computation thereof in reasonable detail.

                (b) On the prepayment date specified in the Change of Control
Notice, the entire unpaid principal amount of the Notes held by each holder of a
Note who has accepted such prepayment offer, together with accrued and unpaid
interest thereon to the prepayment date and together with the Change of Control
Premium with respect to each such Note, shall become due and payable. Upon such
payment by the Company in accordance with the provisions of this section 8.3(b),
each such holder shall surrender the Notes held by it to the Company for
cancellation and the Notes shall be deemed to be no longer outstanding and
interest shall cease to accrue thereon.

                (c) The Company will promptly provide any holder of a Note with
all information in the possession of the Company or any Subsidiary which such
holder may reasonably request in order to enable such holder to evaluate the
effect of a Change of Control on such holder's investment in the Notes.

                (d) Each notice from the Company pursuant to this section 8.3
shall make explicit reference to this section 8.3 and shall state that the right
of any holders of the Notes to require prepayment of the Notes must be exercised
by the Response Date.

                (e) The provisions of this section 8.3 are applicable to
successive Changes of Control until the Notes are paid in full and no failure on
the part of any holder to exercise any right under this section 8.3 arising on
account of such Change of Control shall affect or impair any right of any holder
of Securities under this Agreement or any of the other Operative Documents
whether upon the occurrence of any other or any subsequent Change of Control or
otherwise.

        8.4 ALLOCATION OF PARTIAL PREPAYMENTS OF NOTES. In the case of each
partial prepayment of the Notes under section 8.1 and 8.2, the principal amount
to be prepaid shall be allocated among all of the Notes at the time outstanding
(excluding any Notes at the time owned by the Company or any of its Affiliates)
in proportion, as nearly as practicable, to the respective unpaid principal
amounts thereof, with adjustments, to the extent practicable, to compensate for
any prior prepayments not made exactly in such proportion.

        8.5 NOTICE OF OPTIONAL PREPAYMENTS OF NOTES. In the case of each
prepayment under sections 8.1 and 8.2, the Company shall give written notice
thereof to each holder of any Notes not less than 30 nor more than 60 days prior
to the date fixed for such prepayment. Each such notice shall set forth: (a) the
date fixed for prepayment; (b) the aggregate principal amount of Notes to be
prepaid on such date; (c) the aggregate principal amount of Notes held by such
holder to be prepaid on such date; and (d) the amount of the accrued interest
and premium, if any, to be paid to such holder on such date (together with the
calculation of such premium, which calculation shall be satisfactory to each
holder of the Notes to be so prepaid).


                                      -19-
<PAGE>

        8.6 MATURITY; ACCRUED INTEREST; SURRENDER, ETC. OF NOTES. In the case of
each prepayment of all or any part of any Note, the principal amount to be
prepaid shall mature and become due and payable on the date fixed for such
prepayment, together with interest on such principal amount accrued to such date
and the premium, if any, due thereon. Any Note prepaid in full shall be marked
"paid in full", surrendered to the Company at the Company's principal place of
business promptly following prepayment and canceled and shall not be reissued,
and no Note shall be issued in lieu of any prepaid principal amount of any Note.

        8.7 PURCHASE OF NOTES. The Company will not, and will not permit any of
its Affiliates to, directly or indirectly, purchase or otherwise acquire, or
offer to purchase or otherwise acquire, any outstanding Notes except by way of
payment or prepayment in accordance with the provisions of the Notes and this
Agreement.

        8.8 PAYMENT ON NON-BUSINESS DAYS. If any amount hereunder or under the
Notes shall become due on a day which is not a Business Day, such payment shall
be due on the next succeeding Business Day.

9.      SUBORDINATION OF NOTES AND SUBSIDIARY GUARANTEES. Notwithstanding
anything contained herein to the contrary, payments on the Notes and the
Subsidiary Guarantees (if any), and the rights of the holders of the Notes and
the Subsidiary Guarantees (if any), are subordinated to payments on, and the
rights of the holders of, Senior Indebtedness (as defined in the Subordination
Agreement set forth in clause (a) of the definition thereof), all as further
provided in such Subordination Agreement. To the extent the Company is not a
party to a Subordination Agreement, you agree to use reasonable efforts to
promptly furnish to the Company a copy of such Subordination Agreement; provided
the failure to provide such copy shall not result in any liability to any holder
or otherwise effect the obligations of the Company or any Subsidiary under this
Agreement or the other Operative Documents.

10.     REPORTING, AFFIRMATIVE AND NEGATIVE COVENANTS OF THE COMPANY. From and
after the date of this Agreement, and thereafter so long as any of the Notes
shall remain outstanding, the Company will duly perform and observe, for the
benefit of the holders of the Notes, each and all of the covenants and
agreements applicable to it as hereinafter set forth:

        10.1 REPORTING. The Company shall:

                (a) Financial Reporting. Furnish to each holder of Notes:

                        (i) Monthly Reports. As soon as practicable, and in any
                event within thirty (30) days after the end of each four-week
                fiscal period (other than the end of a fiscal quarter), the
                consolidated and consolidating balance sheet of the Company and
                its Subsidiaries as at the end of such period and the related
                consolidated and consolidating statements of income and
                statement of cash flow of the Company and its Subsidiaries for
                such fiscal period and cumulatively for the period from the
                beginning of the then current fiscal year to the end of such
                fiscal period, certified by the chief financial officer of the
                Company on behalf of the Company as fairly presenting the
                consolidated and consolidating financial position of the Company
                and its Subsidiaries as at the dates indicated and the


                                      -20-
<PAGE>

                results of their operations and cash flow for the fiscal periods
                indicated in accordance with Agreement Accounting Principles,
                subject to normal year end adjustments, and in comparative form
                (a) the corresponding figures as set forth in the budget
                delivered pursuant to clause (v) of this section 10.1(a) for
                such period, and (b) the actual financial position of the
                Company and its Subsidiaries for the period ending on the
                corresponding fiscal period in the previous fiscal year.

                        (ii) Quarterly Reports. As soon as practicable, and in
                any event within forty-five (45) days after the end of each
                fiscal quarter, the consolidated and consolidating balance sheet
                of the Company and its Subsidiaries as at the end of such period
                and the related consolidated and consolidating statements of
                income, stockholder's equity and cash flows of the Company and
                its Subsidiaries for such fiscal quarter and cumulatively for
                the period from the beginning of the then current fiscal year to
                the end of such fiscal quarter, certified by the chief financial
                officer of the Company on behalf of the Company as fairly
                presenting the consolidated and consolidating financial position
                of the Company and its Subsidiaries as at the dates indicated
                and the results of their operations and cash flows for the
                periods indicated in accordance with Agreement Accounting
                Principles, subject to normal year-end audit adjustments,
                together with (x) in comparative form (a) the corresponding
                figures as set forth in the budget, if any, delivered pursuant
                to clause (v) of this section 10.1(a) for such period, and (b)
                the corresponding figures of the Company and its Subsidiaries
                for the period ending on the corresponding calendar quarter in
                the previous fiscal year if such corresponding calendar quarter
                began after the Closing Date, and (y) any management discussion
                and analysis of such financial statements prepared for
                presentation to the Board of Directors of the Company.

                        (iii) Annual Reports. As soon as practicable, and in any
                event within ninety (90) days after the end of each fiscal year,
                (a) the consolidated balance sheet of the Company and its
                Subsidiaries as at the end of such fiscal year and the related
                consolidated statements of income, stockholders' equity and cash
                flows of the Company and its Subsidiaries for such fiscal year,
                and in comparative form the corresponding figures for the
                previous fiscal year along with consolidating schedules in form
                and substance sufficient to calculate the financial covenants
                set forth in section 10.4, (b) a schedule from the Company
                setting forth for each item in clause (a) hereof, the
                corresponding figures from the consolidated financial budget for
                the current fiscal year most recently delivered pursuant to
                section 10.1(a)(v), and (c) an audit report on the items listed
                in clause (a) hereof (other than the consolidating schedules) of
                KPMG LLP or any other independent certified public accountants
                of recognized national standing, which audit report shall be
                unqualified and shall state that such financial statements
                fairly present the consolidated and consolidating financial
                position of the Company and its Subsidiaries as at the dates
                indicated and the results of their operations and cash flows for
                the periods indicated in conformity with Agreement Accounting
                Principles and that the examination by such accountants in
                connection with such consolidated and consolidating financial
                statements has been made in accordance


                                      -21-
<PAGE>

                with generally accepted auditing standards. The deliveries made
                pursuant to this clause (iii) shall be accompanied by (x) any
                management letter prepared by the above-referenced accountants,
                and (y) a copy of a certificate of such accountants that, in the
                course of their examination necessary for their certification of
                the foregoing, they have obtained no knowledge of any Default in
                respect of the financial covenants set forth in section 10.4, or
                if, in the opinion of such accountants, any such Default shall
                exist, stating the nature and status thereof.

                        (iv) Officer's Certificate. Together with each delivery
                of any financial statement (a) pursuant to clauses (i), (ii) and
                (iii) of this section 10.1(a), an Officer's Certificate of the
                Company, substantially in the form of Exhibit 10(a)(iv)(a)
                attached hereto and made a part hereof, stating that as of the
                date of such Officer's Certificate no Event of Default or
                Default exists, or if any Default or Event of Default exists,
                stating the nature and status thereof and (b) pursuant to
                clauses (ii) and (iii) of this section 10.1(a), a compliance
                certificate, substantially in the form of Exhibit 10(a)(iv)(b)
                attached hereto and made a part hereof, signed by an Authorized
                Officer, setting forth calculations which demonstrate
                compliance, when applicable, with the provisions of sections
                10.3(a) through (g) and section 10.4, and which calculates the
                Leverage Ratio.

                        (v) Budgets; Business Plans; Financial Projections. As
                soon as practicable and in any event not later than (a) sixty
                (60) days after the beginning of each fiscal year commencing
                with the fiscal year beginning on or about October 1, 2003, a
                copy of the Company's fiscal year operating budget for such
                fiscal year, and (b) ninety (90) days after the beginning of
                each fiscal year commencing with the fiscal year beginning on or
                about October 1, 2003, a copy of the plan and forecast
                (including a projected balance sheet, income statement, a
                statement of cash flow and related footnotes) of the Company and
                its Subsidiaries for the upcoming five (5) fiscal years, in each
                case prepared in such detail as shall be comparable to any such
                budgets prepared for and delivered under the Bank Credit
                Agreement.

                (b) Notice of Default. Promptly upon any of the chief executive
officer, chief financial officer, controller, chief legal officer or general
counsel of the Company obtaining knowledge (i) of any condition or event which
constitutes an Event of Default or Default, or becoming aware that any holder of
Notes has given any written notice with respect to a claimed Event of Default or
Default under this Agreement, or (ii) of any condition or event which
constitutes an Event of Default within the meaning of the Bank Credit Agreement,
or (iii) that any Person has given any written notice to the Company or any
Subsidiary of the Company or taken any other action with respect to a claimed
default or event or condition of the type referred to in Section 12.1(h), or
(iv) that any other development, financial or otherwise, which could reasonably
be expected to have a Material Adverse Effect has occurred, the Company shall
deliver to each holder of Notes an Officer's Certificate specifying (a) the
nature and period of existence of any such claimed default, Default, Event of
Default, condition or event, (b) the notice given or action taken by such Person
in connection therewith, and (c) what action the Company has taken, is taking
and proposes to take with respect thereto; provided that the


                                      -22-
<PAGE>

Company's failure in good faith to deliver the foregoing notice pursuant to the
foregoing clause (ii) shall not result in liability to the Company so long as
the Company has received no written notice pursuant to the Bank Credit
Agreement.

                (c) Lawsuits.

                        (i) Promptly upon any Authorized Officer of the Company
                obtaining knowledge of the institution of, or written threat of,
                any action, suit, proceeding, governmental investigation or
                arbitration, by or before any Governmental Authority, against or
                affecting the Company or any of its Subsidiaries or any property
                of the Company or any of its Subsidiaries not previously
                disclosed pursuant to section 6.6, which action, suit,
                proceeding, governmental investigation or arbitration exposes,
                or in the case of multiple actions, suits, proceedings,
                governmental investigations or arbitrations arising out of the
                same general allegations or circumstances which, in the
                Company's reasonable judgment, could reasonably be expected to
                result in liability the Company or any of its Subsidiaries in an
                amount aggregating $1,500,000 or more (exclusive of claims
                covered by insurance policies of the Company or any of its
                Subsidiaries unless the insurers of such claims have disclaimed
                coverage or reserved the right to disclaim coverage on such
                claims and exclusive of claims covered by the indemnity of a
                financially responsible indemnitor in favor of the Company or
                any of its Subsidiaries unless the indemnitor has disclaimed or
                reserved the right to disclaim coverage thereof), give written
                notice thereof to the holders of the Notes and subject to
                preservation of the Company's or such Subsidiary's
                attorney-client privilege and to the extent not prejudicial to
                the Company or any of its Subsidiaries in any material respect,
                provide such other information as may be reasonably available to
                enable each such holder and its counsel to evaluate such
                matters; and

                        (ii) Within five (5) days the Company or any of its
                Subsidiaries obtaining knowledge of any material adverse
                developments with respect to any of the Disclosed Litigation,
                give written notice thereof to the holders of the Notes and
                provide such other information as may be reasonably available to
                enable each such holder and its counsel to evaluate such
                matters; and

                        (iii) In addition to the requirements set forth in
                clauses (i) and (ii) of this section 10.1(c), upon written
                request of the Required Holders, promptly give written notice of
                the status of any Disclosed Litigation or any action, suit,
                proceeding, governmental investigation or arbitration covered by
                a report delivered pursuant to clause (i) above and provide such
                other information as may be reasonably available to it that
                would not jeopardize any attorney-client privilege or otherwise
                be prejudicial to the Borrower or its Subsidiaries in any
                material respect by disclosure to the holders of the Notes to
                enable each holder of Notes and its counsel to evaluate such
                matters.


                                      -23-
<PAGE>

                (d) ERISA Notices. Deliver or cause to be delivered to the
holders of the Notes, at the Company's expense, the following information and
notices as soon as reasonably possible, and in any event:

                        (i) (a) within ten (10) Business Days after the Company
                obtains knowledge that a Termination Event has occurred, a
                written statement of the chief financial officer of the Company
                describing such Termination Event and the action, if any, which
                the Company has taken, is taking or proposes to take with
                respect thereto, and when known, any action taken or threatened
                by the IRS, DOL or PBGC with respect thereto and (b) within ten
                (10) Business Days after any member of the Controlled Group
                obtains knowledge that a Termination Event has occurred which
                could reasonably be expected to subject the Company to liability
                in excess of $500,000, a written statement of the chief
                financial officer, treasurer or designee of the Company
                describing such Termination Event and the action, if any, which
                the member of the Controlled Group has taken, is taking or
                proposes to take with respect thereto, and when known, any
                action taken or threatened by the IRS, DOL or PBGC with respect
                thereto;

                        (ii) within ten (10) Business Days after the Company or
                any of its Subsidiaries obtains knowledge that a material
                non-exempt prohibited transaction (defined in Sections 406 of
                ERISA and Section 4975 of the Code) has occurred with respect to
                the ESOP or to any other Plan, or that the IRS or DOL or any
                other Governmental Authority is investigating whether any such
                material non-exempt prohibited transaction might have occurred,
                a statement of the chief financial officer, treasurer or
                designee of the Company describing such transaction and the
                action which the Company or such Subsidiary has taken, is taking
                or proposes to take with respect thereto;

                        (iii) within ten (10) Business Days after the material
                increase in the benefits of any Benefit Plan or Non-ERISA
                Commitment in existence on the date of this Agreement or the
                establishment of any new material Benefit Plan or Non-ERISA
                Commitment or the commencement of, or obligation to commence,
                material contributions to any Benefit Plan or Multiemployer Plan
                to which the Company or any member of the Controlled Group was
                not previously contributing, notification of such increase,
                establishment, commencement or obligation to commence and the
                amount of such contributions;

                        (iv) within ten (10) Business Days after the Company or
                any of its Subsidiaries receives written notice (whether
                preliminary, final or otherwise, but excluding any notice of
                proposed amendments) of any unfavorable determination letter
                from the IRS regarding the qualification of a Plan under Section
                401(a) of the Code or status of the ESOP as an employee stock
                ownership plan (as defined in Section 4975(e)(7) of the Code),
                copies of each such letter;

                        (v) within ten (10) Business Days after the filing
                thereof with the DOL, IRS or PBGC, copies of each annual report
                (Form 5500 series), including Schedule B thereto, filed with
                respect to each Benefit Plan;


                                      -24-
<PAGE>

                        (vi) within ten (10) Business Days after receipt by the
                Company or any member of the Controlled Group of each actuarial
                report for any Benefit Plan or Multiemployer Plan and each
                annual report for any Multiemployer Plan, copies of each such
                report;

                        (vii) within ten (10) Business Days after the filing
                thereof with the IRS, a copy of each funding waiver request
                filed with respect to any Benefit Plan and all communications
                received by the Company or a member of the Controlled Group with
                respect to such request;

                        (viii) within ten (10) Business Days after receipt by
                the Company or any member of the Controlled Group of the PBGC's
                intention to terminate a Benefit Plan or to have a trustee
                appointed to administer a Benefit Plan, copies of each such
                notice;

                        (ix) within ten (10) Business Days after receipt by the
                Company or any member of the Controlled Group of a notice from a
                Multiemployer Plan regarding the imposition of material
                withdrawal liability, copies of each such notice;

                        (x) within ten (10) Business Days after the Company or
                any member of the Controlled Group fails to make a required
                installment or any other required payment under Section 412 of
                the Code on or before the due date for such installment or
                payment to a Benefit Plan, a notification of such failure;

                        (xi) within ten (10) Business Days after the Company or
                any member of the Controlled Group knows that (a) a material
                Multiemployer Plan has been terminated, (b) the administrator or
                plan sponsor of a Multiemployer Plan intends to terminate a
                material Multiemployer Plan, or (c) the PBGC has instituted or
                will institute proceedings under Section 4042 of ERISA to
                terminate a material Multiemployer Plan;

                        (xii) within ten (10) Business Days after receipt by the
                Company or any of its Subsidiaries of notice of any audit,
                investigation, litigation or inquiry by the DOL or IRS relating
                to the ESOP or the ESOT, which would reasonably be expected to
                subject the Company or any of its Subsidiaries to liability,
                individually or in the aggregate, in excess of $1,500,000,
                copies of such notice and copies of all subsequent
                correspondence relating thereto within ten (10) Business Days of
                receipt of such correspondence;

                        (xiii) together with the financial statements delivered
                pursuant to section 10.1(a)(iii) or upon the written request of
                any holder of Notes, any amendment to any of the ESOP Plan
                Documents or ESOT Transaction Documents; and

                        (xiv) within ten (10) Business Days after an Authorized
                Officer obtains knowledge that at any time on or after the
                Closing Date the Company is not taxable as an "S corporation" as
                such item is defined in Section 1361 of the Code or that the
                ESOT is subject to tax imposed under the Code with respect to
                any


                                      -25-
<PAGE>

                item of income or loss of the Company or any Subsidiary of the
                Company, written notice of such knowledge.

For purposes of this section 10.1(d), the Company, any of its Subsidiaries and
any member of the Controlled Group shall be deemed to know all facts known by
the administrator of any Plan of which the Company or any member of the
Controlled Group or such Subsidiary is the plan sponsor. In addition, for
purposes of this section 10.1(d), "material" means any noncompliance or basis
for liability which could reasonably be likely to subject the Company or any of
its Subsidiaries to liability, individually or in the aggregate, in excess of
$1,500,000.

                (e) Labor Matters. Notify the holders of the Notes in writing,
promptly upon an Authorized Officer learning of (i) any material labor dispute
to which the Company or any of its Subsidiaries may become a party, including,
without limitation, any strikes, lockouts or other disputes relating to such
Persons' plants and other facilities and (ii) any material Worker Adjustment and
Retraining Notification Act liability incurred with respect to the closing of
any plant or other facility of the Company or any of its Subsidiaries.

                (f) Other Reports. Deliver or cause to be delivered to the
holders of the Notes copies of (i) all financial statements, reports and
notices, if any, sent or made available generally by the Company to its
securities holders or filed with the Commission by the Company, and (ii) all
press releases, if any, made available generally by the Company or any of the
Company's Subsidiaries to the public concerning material developments in the
business of the Company or any such Subsidiary.

                (g) Environmental Notices. As soon as possible and in any event
within ten (10) days after receipt by the Company, provide written notice to the
holders of the Notes which notice shall describe in reasonable detail (i) any
notice or claim to the effect that the Company or any of its Subsidiaries is or
may be liable to any Person as a result of the Release by the Company, any of
its Subsidiaries, or any other Person of any Contaminant into the environment,
and (ii) any notice alleging any violation of any Environmental, Health or
Safety Requirements of Law by the Company or any of its Subsidiaries if, in
either case, such notice or claim relates to an event which could reasonably be
expected to subject the Company and each of its Subsidiaries to liability
individually or in the aggregate in excess of $1,500,000.

                (h) Other Information. Promptly upon receiving a written request
therefor from the Required Holders, prepare and deliver to the holders of the
Notes such other information with respect to the Company and any of its
Subsidiaries, as from time to time may be reasonably requested by the Required
Holders.

                (i) Repurchase Liability Study On the date that is the earlier
of (a) one hundred eighty (180) days after the date of any Permitted Acquisition
with a Purchase Price in excess of $12,000,000 or the target of which shall
employ 100 or more employees, and (b) the second anniversary of the delivery of
the most recent repurchase liability study of the Company prepared for the ESOP,
deliver to the holders of the Notes copies of a repurchase liability study of
the Company prepared for the ESOP as of a recent date, in each case in form and
substance reasonably acceptable to the Required Holders.


                                      -26-
<PAGE>

        10.2 AFFIRMATIVE COVENANTS.

                (a) Existence, Etc. Except as permitted pursuant to section
10.3(i), the Company shall, and shall cause each of its Material Subsidiaries
to, at all times maintain its existence and preserve and keep, or cause to be
preserved and kept, in full force and effect its rights and franchises material
to its businesses.

                (b) Powers; Conduct of Business. The Company shall, and shall
cause each of its Material Subsidiaries to, qualify and remain qualified to do
business in each jurisdiction in which the nature of its business requires it to
be so qualified and where the failure to be so qualified will have or could
reasonably be expected to have a Material Adverse Effect. Except as otherwise
permitted by this Agreement, the Company will, and will cause each Material
Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted and logical extensions thereof.

                (c) Compliance with Laws, Etc. The Company shall, and shall
cause each of its Material Subsidiaries to, (a) comply with all Requirements of
Law and all restrictive covenants affecting such Person or the business,
properties, assets or operations of such Person, and (b) obtain as needed all
permits necessary for its operations and maintain such permits in good standing
unless failure to comply or obtain such permits could not reasonably be expected
to have a Material Adverse Effect.

                (d) Payment of Taxes and Claims; Tax Consolidation. The Company
shall pay, and cause each of its Material Subsidiaries to pay when due, (i) all
taxes, assessments and other governmental charges imposed upon it or on any of
its properties or assets or in respect of any of its franchises, business,
income or property before any penalty or interest accrues thereon, and (ii) all
claims (including, without limitation, claims for labor, services, materials and
supplies) for sums which have become due and payable and which by law have or
may become a Lien (other than a Lien permitted by section 10.3(c)) upon any of
the Company's or such Material Subsidiary's property or assets, prior to the
time when any penalty or fine shall be incurred with respect thereto; provided,
however, that no such taxes, assessments and governmental charges referred to in
clause (i) above or claims referred to in clause (ii) above (and interest,
penalties or fines relating thereto) need be paid if being contested in good
faith by appropriate proceedings diligently instituted and conducted and if such
reserve or other appropriate provision, if any, as shall be required in
conformity with Agreement Accounting Principles shall have been made therefor.

                (e) Insurance. The Company shall maintain for itself and its
Material Subsidiaries, or shall cause each of its Material Subsidiaries to
maintain in full force and effect, the insurance policies and programs listed on
Exhibit 6.15 to this Agreement or substantially similar policies and programs or
other policies and programs as reflect coverage that is reasonably consistent
with prudent industry practice.

                (f) Inspection of Property; Books and Records; Discussions. The
Company shall permit and cause each of the Company's Material Subsidiaries to
permit, any authorized representative(s) designated by any holder of the Notes
to visit and inspect any of the properties


                                      -27-
<PAGE>

of the Company or any of its Material Subsidiaries, to examine, audit, check and
make copies of their respective financial and accounting records, books,
journals, orders, receipts and any correspondence and other data relating to
their respective businesses or the transactions contemplated hereby (including,
without limitation, in connection with environmental compliance, hazard or
liability, subject to preservation of the attorney-client privilege), and to
discuss their affairs, finances and accounts with their officers and their
independent certified public accountants (and such accountants are hereby
authorized to disclose to such holder any and all financial statements and other
supporting financial documents with respect to the business, financial
conditions and other affairs of the Company and its Subsidiaries), all upon
reasonable notice and at such reasonable times during normal business hours.
Such inspections and audits in the preceding sentence (i) subject to clause (ii)
below on behalf of any holder shall, unless occurring at a time when an Event of
Default shall be continuing, be at such holders expense and (ii) by or on behalf
of the Required Holders or any holder owning at least 30% of the outstanding
principal amount of the Notes, other than first such inspection or audit
occurring during any calendar year or any inspections and audits occurring at a
time when a Default shall be continuing, shall be at the Required Holders or
such holder's expense; all other such inspections, visitations and audits shall
be at the Company's expense. The Company shall keep and maintain, and cause each
of the Company's Material Subsidiaries to keep and maintain, in all material
respects, proper books of record and account in which entries in conformity with
Agreement Accounting Principles shall be made of all dealings and transactions
in relation to their respective businesses and activities. If an Event of
Default has occurred and is continuing, the Company, upon the request of any
holder, shall provide copies of such records to such holder or such holder's
representatives.

                (g) ERISA Compliance. The Company shall, and shall cause each of
the Company's Material Subsidiaries to, establish, maintain and operate all
Plans and Non-ERISA Commitments to comply in all material respects with the
applicable provisions of ERISA, the Code, all other applicable laws, and the
regulations and interpretations thereunder and the respective requirements of
the governing documents for such Plans and Non-ERISA Commitments.

                (h) Maintenance of Property. The Company shall cause all
property reasonably deemed by the Borrower as necessary to the conduct of its
business or the business of any Material Subsidiary to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times.

                (i) Environmental Compliance. The Company and its Subsidiaries
shall comply with all Environmental, Health or Safety Requirements of Law,
except where noncompliance will not have or is not reasonably likely to subject
the Company or any of its Subsidiaries to liability, individually or in the
aggregate, in excess of $1,500,000.

                (j) Use of Proceeds. The Company shall use the proceeds of
Revolving Loans (as defined in the Bank Credit Agreement) made on the Closing
Date of the Bank Credit


                                      -28-
<PAGE>

Agreement to pay fees and expenses incurred in connection with, the IITRI
Acquisition, the Bank Credit Agreement and the ESOT Transaction, for Capital
Expenditures, and for the additional working capital needs and other general
corporate purposes of the Company and its Material Subsidiaries, including,
without limitation, the financing of Permitted Acquisitions. The Company will
not, nor will it permit any Material Subsidiary to, use any of the proceeds of
the Loans to purchase or carry any Margin Stock.

                (k) Subsidiary Guarantors. Within ten (10) Business Days of the
date any Authorized Officer or legal officer of the Company has knowledge that
any Subsidiary has become a Material Subsidiary of the Company or a guarantor of
the Bank Secured Obligations, the Company shall cause such Subsidiary of the
Company, to execute a Subsidiary Guaranty in the form of Exhibit 2(d) hereto (or
a supplement thereto) pursuant to which such Subsidiary shall become a
Subsidiary Guarantor;

                (l) Determination Letter. The Company shall promptly submit a
request to the IRS to issue a favorable determination letter to the effect that
the ESOP is a qualified plan and employee stock ownership plan within the
meanings of Section 401(a) and 4975(e)(7), respectively, of the Code.

        10.3 NEGATIVE COVENANTS.

                (a) Indebtedness. Neither the Company nor any of its
Subsidiaries shall directly or indirectly create, incur, assume or otherwise
become or remain directly or indirectly liable with respect to any Indebtedness,
except:

                        (i) Indebtedness evidenced by the Notes;

                        (ii) the Bank Secured Obligations in an aggregate
                principal amount not to exceed the Permitted Senior Additional
                Indebtedness and Permitted Refinancing Indebtedness in respect
                thereof, subject to the terms of the Subordination Agreement set
                forth in clause (a) of the definition of Subordination
                Agreements;

                        (iii) Permitted Existing Indebtedness and Permitted
                Refinancing Indebtedness in respect thereof;

                        (iv) Indebtedness in respect of obligations secured by
                Customary Permitted Liens;

                        (v) Indebtedness constituting Contingent Obligations
                permitted by section 10.3(e);

                        (vi) subject to the terms of section 10.3(q),
                Indebtedness arising from intercompany loans and advances (a)
                from any Subsidiary to the Company or any wholly-owned
                Subsidiary or (b) from the Company to any wholly-owned
                Subsidiary; provided, that such Indebtedness shall subordinated
                to the Notes on subordination terms set forth in Exhibit 10.3;


                                      -29-
<PAGE>

                        (vii) Indebtedness in respect of Hedging Obligations
                permitted under Section 7.3(p) of the Bank Credit Agreement as
                in effect on the Closing Date or under any Permitted Refinancing
                Indebtedness to the extent permitted under the Subordination
                Agreement set forth in clause (a) of the definition thereof;

                        (viii) secured or unsecured purchase money Indebtedness
                (including Capitalized Leases) incurred by the Company or any of
                its Subsidiaries after the Closing Date to finance the
                acquisition of fixed assets, if (a) at the time of such
                incurrence, no Default or Event of Default has occurred and is
                continuing or would result from such incurrence, (b) such
                Indebtedness has a scheduled maturity and is not due on demand,
                (c) such Indebtedness does not exceed the lower of the fair
                market value or the cost of the applicable fixed assets on the
                date acquired, (d) such Indebtedness does not exceed $1,500,000
                in the aggregate principal amount outstanding at any time, and
                (e) any Lien securing such Indebtedness is permitted under
                section 10.3(c) (such Indebtedness being referred to herein as
                "Permitted Purchase Money Indebtedness");

                        (ix) Indebtedness with respect to surety, appeal and
                performance bonds obtained by the Company or any of its
                Subsidiaries in the ordinary course of business;

                        (x) Indebtedness incurred by the Company or any of its
                Subsidiaries (whether assumed by the Company or such Subsidiary
                or issued to the seller) in any Permitted Acquisition as part of
                the consideration therefor, provided that such Indebtedness is
                unsecured and is subordinated to the Notes on terms reasonably
                acceptable to the Required Holders;

                        (xi) Indebtedness evidenced by the Seller Notes and
                Permitted Refinancing Indebtedness in connection therewith;

                        (xii) guaranties by the Company of Indebtedness
                permitted to be incurred by any Subsidiary;

                        (xiii) Indebtedness arising in connection with the
                Company's or any of its Subsidiaries' credit card programs
                maintained with any of the Bank Lenders; and

                        (xiv) additional unsecured Indebtedness in an aggregate
                amount at any time outstanding not exceeding $1,500,000.

                (b) Sales of Assets. Neither the Company nor any of its Material
Subsidiaries shall consummate any Asset Sale, except:

                        (i) licenses or sublicenses (but not the sale of any
                licensing rights) by the Company or its Material Subsidiaries of
                software, customer lists, trademarks, service marks, patents,
                trade names and copyrights and other intellectual property in
                the ordinary course of business; provided, that such licenses or
                sublicenses


                                      -30-
<PAGE>

                shall not interfere with the business of the Company or any such
                Material Subsidiary;

                        (ii) the disposition in the ordinary course of business
                of equipment that is obsolete, excess or no longer used or
                useful in the Company's or its Material Subsidiaries'
                businesses;

                        (iii) transfers of assets between the Company and any
                wholly-owned Material Subsidiary of the Company or between
                wholly-owned Material Subsidiaries of the Company not otherwise
                prohibited by this Agreement; and

                        (iv) sales, assignments, transfers, leases, conveyances
                or other dispositions of other assets if such transaction (a) is
                for consideration consisting at least seventy-five percent (75%)
                of cash, (b) is for not less than fair market value (as
                determined in good faith by the Company's board of directors),
                and (c) when combined with all such other transactions (each
                such transaction being valued at net book value) (i) during the
                immediately preceding twelve-month period, represents the
                disposition of not greater than $1,500,000 of the Company's
                Consolidated Tangible Assets determined as at the end of the
                fiscal year immediately preceding that in which such transaction
                is proposed to be entered into, and (ii) during the period from
                the Closing Date to the date of such proposed transaction,
                represents the disposition of not greater than $2,400,000;

provided that it shall not constitute an Event of Default under this section
10.3(b) if such sale or other transfer of assets results in a Change of Control
and the Company offers to prepay the Notes of all holders pursuant to section
8.3 and the Company prepays the Notes of all holders who elect to accept the
Company's offer to prepay the Notes.

                (c) Liens. Neither the Company nor any of its Material
Subsidiaries shall directly or indirectly create, incur, assume or permit to
exist any Lien on or with respect to any of their respective property or assets
except:

                        (i) Liens created by the Bank Documents securing the
                Bank Secured Obligations and Permitted Refinancing Indebtedness
                in respect thereof;

                        (ii) Permitted Existing Liens;

                        (iii) Customary Permitted Liens; and

                        (iv) purchase money Liens (including the interest of a
                lessor under a Capitalized Lease and Liens to which any property
                is subject at the time of acquisition thereof) securing
                Permitted Purchase Money Indebtedness; provided that such Liens
                shall not apply to any property of the Company or its Material
                Subsidiaries other than that purchased or subject to such
                Capitalized Lease;

                        (v) Liens with respect to property acquired by the
                Company or any of its Material Subsidiaries after the Closing
                Date (and not created in contemplation of


                                      -31-
<PAGE>

                such acquisition) pursuant to a Permitted Acquisition; provided,
                that such Liens shall extend only to the property so acquired,
                shall not secure any working capital financing of the business
                acquired and shall secure Indebtedness permitted pursuant to the
                terms of section 10.3(a);

                        (vi) Liens incurred in connection with sale leaseback
                transactions permitted under section 10.3(j); and

                        (vii) Environmental Liens securing obligations not to
                exceed $1,500,000 in the aggregate; and

                        (viii) other Liens securing Indebtedness (other than
                subordinated Indebtedness) not to exceed $500,000 in the
                aggregate.

In addition, neither the Company nor any Material Subsidiary or Subsidiary
Guarantor shall become a party to any agreement, note, indenture or other
instrument, or take any other action, which would subordinate any of its
Indebtedness to the Bank Secured Obligations unless such Indebtedness shall, at
the Company's election, be pari passu with or subordinated to the Notes on
subordination terms set forth in Exhibit 10.3.

                (d) Investments. Except to the extent permitted pursuant to
section 10.3(g), neither the Company nor any of its Material Subsidiaries shall
directly or indirectly make or own any Investment except:

                        (i) Investments in cash and Cash Equivalents;

                        (ii) Permitted Existing Investments in an amount not
                greater than the amount thereof on the Closing Date;

                        (iii) Investments consisting of trade receivables or
                received in connection with the bankruptcy or reorganization of
                suppliers and customers and in settlement of delinquent
                obligations of, and other disputes with, customers and suppliers
                arising in the ordinary course of business;

                        (iv) Investments consisting of deposit accounts
                maintained by the Company and its Material Subsidiaries in the
                ordinary course of business in connection with its cash
                management system;

                        (v) Investments consisting of non-cash consideration
                from a sale, assignment, transfer, lease, conveyance or other
                disposition of property permitted by section 10.3(b);

                        (vi) Investments consisting of (a) intercompany loans
                from any Subsidiary of the Company to the Company or any other
                Material Subsidiary permitted by section 10.3(a)(v), (b)
                intercompany loans from the Company to its Material Subsidiaries
                permitted under section 10.3(q), and (c) Equity Interests in
                Material Subsidiaries;


                                      -32-
<PAGE>

                        (vii) Investments constituting Permitted Acquisitions;

                        (viii) Investments constituting Indebtedness permitted
                by Section 10.3(a) or Contingent Obligations permitted by
                section 10.3(e) or Restricted Payments permitted by section
                10.3(f);

                        (ix) Investments consisting of loans or advances made by
                any party to the Bank Documents to employees and officers of the
                Company or any of the Company's wholly-owned Material
                Subsidiaries for travel, entertainment and relocation expenses
                in the ordinary course of business in an aggregate principal
                amount outstanding at any one time not to exceed $1,000,000;

                        (x) Investments in addition to those permitted elsewhere
                in this section 10.3(d) in an amount not to exceed $1,000,000 in
                the aggregate at any time outstanding;

provided, however, that the Investments described in clauses (vii) or (x) above
shall not be permitted to be made at a time when a Default shall have occurred
and be continuing or would result therefrom.

                (e) Contingent Obligations. Neither the Company nor any of its
Material Subsidiaries shall directly or indirectly create or become or be liable
with respect to any Contingent Obligation, except: (i) recourse obligations
resulting from endorsement of negotiable instruments for collection in the
ordinary course of business; (ii) Permitted Existing Contingent Obligations;
(iii) obligations, warranties, guaranties, reserves and indemnities, not
relating to Indebtedness of any Person, which have been or are undertaken or
made in the ordinary course of business and not in favor of an Affiliate of the
Company or such Material Subsidiary (unless entered into on terms substantially
similar to those applicable to a non-Affiliate third party transaction at arm's
length); (iv) obligations, warranties and indemnities of the Company to IITRI
arising out of the Asset Purchase Agreement and the Exhibits thereto; (v)
Contingent Obligations with respect to surety, appeal and performance bonds
obtained by the Company or any Material Subsidiary in the ordinary course of
business, (v) Contingent Obligations of the Subsidiaries of the Company under
this Agreement and the other Operative Documents to which they are a party, (vi)
Contingent Obligations in connection with (x) the redemption or repurchase of
any Capital Stock of the Company as a result of distributions by the ESOT to
participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their
termination of employment with the Company or any Controlled Group member or (y)
the requirements of Section 401(a)(28) of the Code or any substantially similar
Requirement of Law, (viii) guarantees of Indebtedness permitted by section
10.3(a), provided, that to the extent such Indebtedness shall be subordinated to
the Bank Secured Obligations, each such guarantee shall, at the Company's
election, be pari passu with or subordinated to the Notes on subordination terms
set forth in Exhibit 10.3, and (ix) Contingent Obligations for amounts that may
become due on the Securities pursuant to the Warrants and the Seller Warrants.

                (f) Restricted Payments. The Company shall not declare or make
any Restricted Payment, except:


                                      -33-
<PAGE>

                        (i) Restricted Payments made in connection with the
                defeasance, redemption or repurchase of any Indebtedness with
                the Net Cash Proceeds of Permitted Refinancing Indebtedness; and

                        (ii) Restricted Payments of any Subsidiary of the
                Company to the Company or to another wholly-owned Subsidiary of
                the Company; and

                        (iii) Restricted Payments made in connection with claims
                for reimbursement, indemnification or contribution arising out
                of or related to the Asset Purchase Agreement; and

                        (iv) any Restricted Payment that constitutes a payment
                in respect of a purchase price adjustment, earn-out or other
                similar form of contingent purchase price in connection with any
                Acquisition (including the IITRI Acquisition) consummated on or
                before the Closing Date as set forth on Exhibit 10.3(f) and any
                Permitted Acquisition; and

                        (v) Restricted Payments that constitute payments of
                principal, interest, premium, fees, expenses or other amounts
                due on the Securities pursuant to this Agreement and the other
                Operative Documents, and Restricted Payments that constitute
                mandatory payments of principal, interest, premium, fees or
                expenses due on or under the Seller Note Securities Purchase
                Agreement, the Seller Notes or the Seller Warrants or the other
                Operative Documents (as defined in the Seller Note Securities
                Purchase Agreement), in each case subject to the terms of the
                Subordination Agreements and any restrictions provided in the
                documents for such Indebtedness; and

                        (vi) Restricted Payments made (v) in connection with the
                redemption or repurchase for value of any Capital Stock of the
                Company as a result of distributions by the ESOT of such Capital
                Stock to participants in the ESOP pursuant to the ESOP Plan
                Documents subsequent to their termination of employment with the
                Company or any Controlled Group member, (w) as required by
                Section 401(a)(28) of the Code or any substantially similar
                Requirement of Law, (x) in good faith and belief by the Company
                to be made with respect to the payments described in the
                preceding clauses (v) or (w) but which do not so qualify for the
                status described in the preceding clauses (v) or (w) on account
                of administrative error or mistake, provided that such payment
                would not otherwise result in a Default or Event of Default
                hereunder and either (A) such payments do not collectively
                exceed $250,000 during the period from the Closing Date through
                the date of such payment or (B) such payment is recovered by the
                Company within thirty (30) days thereof and the Company's books
                and records are accordingly adjusted to reflect such recovery,
                together with all other such payments under this subclause (B),
                do not collectively exceed $1,000,000 during the period from the
                Closing Date through the date of such payment, or (y) in the
                form of administrative fees or expenses of the ESOP or the ESOT
                including, without limitation, the fees of the ESOT Trustee or
                (z) as contributions to the ESOT as required under the ESOP Plan
                Documents; and


                                      -34-
<PAGE>

                        (vii) Restricted Payments made in connection with stock
                appreciation rights plans, phantom stock plans and other
                equity-based incentive compensation arrangements or plans to the
                extent such payments would not be in violation of the terms of
                this Agreement or any other Operative Document.

provided, however, that in no event shall any Restricted Payments (other than
(1) to the Company, (2) as permitted by clause (ii) above, (3) Restricted
Payments (x) resulting from distributions by the ESOT to participants in the
ESOP pursuant to the ESOP Plan Documents subsequent to the termination by
participants in the ESOP of employment with the Company or any Controlled Group
member or (y) as required by Section 401(a)(28) of the Code or any substantially
similar Requirement of Law, and (4) Restricted Payments resulting from
contributions to the ESOT as required under the ESOP Plan Documents) be declared
or made if either a Default or an Event of Default shall have occurred and be
continuing at the date of declaration or payment thereof or would result
therefrom; provided, further, that in no event shall any Restricted Payment be
permitted under clause (v) above with respect to the Seller Notes, Seller
Warrants or other Operative Documents (as defined in the Seller Note Securities
Purchase Agreement) unless the Company shall have delivered to the holders of
the Notes a compliance certificate in substantially the form of Exhibit
10.1(a)(iv)(b) hereto for the most recently completed fiscal quarter calculated
giving effect to such Restricted Payment as of the last day of such prior fiscal
quarter and certifying that the Company is in compliance with the financial
covenants in section 10.4 as of the last day of such prior fiscal quarter.

                (g) Conduct of Business; Subsidiaries; Acquisitions. Neither the
Company nor any of its Material Subsidiaries shall engage in any business other
than the businesses engaged in by the Company and its Material Subsidiaries on
the Closing Date and any business or activities which are substantially similar,
related or incidental thereto or logical extensions thereof. The Company shall
not create, acquire or capitalize any Material Subsidiary after the Closing Date
unless (i) no Default or Event of Default shall have occurred and be continuing
or would result therefrom; (ii) after such creation, acquisition or
capitalization, all of the representations and warranties contained herein shall
be true and correct (unless such representation and warranty is made as of a
specific date, in which case, such representation or warranty shall be true and
correct as of such date); and (iii) after such creation, such creation,
acquisition or capitalization the Company and such Material Subsidiary shall
comply with the terms of Section 10.2(k). Neither the Company nor its
Subsidiaries shall make any Acquisitions, other than (a) the IITRI Acquisition
and (b) Acquisitions meeting the following requirements or otherwise approved by
the Required Holders (each such Acquisition constituting a "Permitted
Acquisition"):

                        (i) no Default or Event of Default shall have occurred
                and be continuing or would result from such Acquisition or the
                incurrence of any Indebtedness in connection therewith;

                        (ii) in the case of an Acquisition of Equity Interests
                of an entity (x) such Acquisition shall be consummated as a
                merger the acquired entity shall be merged with and into the
                Company or any wholly-owned Subsidiary of the Company
                immediately following such Acquisition, with the Company or such
                wholly-


                                      -35-
<PAGE>

                owned Subsidiary being the surviving corporation following such
                merger and (y) the results of operations of such entity shall be
                reported on a consolidated basis with the Company and its
                consolidated Subsidiaries;

                        (iii) the purchase is consummated on a non-hostile basis
                and approved by the target company's board of directors (and
                stockholders, if necessary) prior to the consummation of the
                Acquisition; and the acquisition documents in respect of which
                are satisfactory to the Required Holders (including, without
                limitation, in respect of representations, indemnities and
                opinions) and the results of due diligence in respect of such
                purchase are satisfactory to the Required Holders;

                        (iv) the Purchase Price for the Acquisition shall not
                exceed without the prior written consent of the Required Holders
                an amount equal to $6,000,000 (including the incurrence or
                assumption of any Indebtedness in connection therewith), and in
                any event shall not exceed, together with all other Permitted
                Acquisitions permitted under this section 10.3(g), $12,000,000
                (including the incurrence or assumption of any Indebtedness in
                connection therewith) in the aggregate during the term of this
                Agreement;

                        (v) the businesses being acquired shall be substantially
                similar, related or incidental to the businesses or activities
                engaged in by the Company and its Subsidiaries on the Closing
                Date; (vi) effective as of the date of each such Acquisition
                (taking into account the effect of such purchase and any
                Indebtedness incurred in connection therewith), the Company
                shall deliver to the holders of the Notes a certificate of an
                Authorized Officer of the Company certifying the Company's
                compliance with the Bank Credit Agreement, including, without
                limitation, Section 7.3(G) thereof; and

                        (vii) prior to each such Acquisition, the Purchase Price
                of which (including the incurrence or assumption of any
                Indebtedness in connection therewith) shall be $1,500,000 or
                more, the Company shall deliver to the holders of the Notes a
                certificate from one of the Authorized Officers, demonstrating
                to the satisfaction of the Required Holders that after giving
                effect to such Acquisition and the incurrence of any
                Indebtedness permitted by section 10.3(a) in connection
                therewith, on a pro forma basis using historical audited or
                reviewed unaudited financial statements obtained from the
                seller(s) in respect of each such Acquisition as if the
                Acquisition and such incurrence of Indebtedness had occurred on
                the first day of the twelve-month period ending on the last day
                of the Company's most recently completed fiscal quarter, the
                Company would have been in compliance with the financial
                covenants in section 10.4 and not otherwise in Default.

                (h) Transactions with Stockholders and Affiliates. Neither the
Company nor any of its Subsidiaries shall directly or indirectly enter into or
permit to exist any transaction (including, without limitation, the purchase,
sale, lease or exchange of any property or the rendering of any service) with,
or make loans or advances to any holder or holders of any of the Equity
Interests of the Company, or with any Affiliate of the Company or any other
Person


                                      -36-
<PAGE>

controlling or controlled by any Person that is the "beneficial owner" (as
defined in Rule 13d-3 of the Commission under the Exchange Act) of greater than
five percent (5%) or more of any class of Voting Stock (or other voting
interests) of the Company or any of its Subsidiaries, in either case which is
not a Subsidiary of the Company, on terms that are less favorable to the Company
or any of its Subsidiaries, as applicable, than those that could reasonably be
obtained in an arm's length transaction at the time from Persons who are not
such a holder or Affiliate, except for (a) Restricted Payments permitted by
section 10.3(f) and Investments permitted by section 10.3(d), (b) the
transactions contemplated under the Asset Purchase Agreement, the ESOT
Transaction Documents and the ESOP Plan Documents, (c) the incurrence of
Indebtedness described in Section 10.3(a) hereof, (d) sales of assets described
in section 10.3(b)(iii) hereof, (e) any Investment permitted by section
10.3(d)(vi) hereof, and (f) any deferred compensation plans or arrangements,
employment contracts, employee benefits, Incentive Arrangements and other
similar contracts or arrangements with or for the benefit of officers and
directors of the Company and Subsidiaries of the Company to the extent the terms
thereof are not in violation of the terms of this Agreement or any other
Operative Document.

                (i) Restriction on Fundamental Changes. Neither the Company nor
any of its Subsidiaries shall enter into any merger or consolidation, or
liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or
convey, lease, sell, transfer or otherwise dispose of, in one transaction or
series of transactions, all or substantially all of the Company's consolidated
business or property (each such transaction a "Fundamental Change"), whether now
or hereafter acquired, except (i) Fundamental Changes permitted under sections
10.3(b), 10.3(d) or 10.3(g), (ii) a Subsidiary of the Company may be merged into
or consolidated with the Company (in which case the Company shall be the
surviving corporation) or any wholly-owned Subsidiary of the Company provided
the Company owns, directly or indirectly, a percentage of the equity of the
merged entity not less than the percentage it owned of the Subsidiary prior to
such Fundamental Change and if the predecessor Subsidiary was a Subsidiary
Guarantor, the surviving Subsidiary shall be a Subsidiary Guarantor hereunder,
(iii) any liquidation of any Subsidiary of the Company, into the Company or
another Subsidiary of the Company, as applicable, and (iv) upon not less than
thirty (30) days' prior written notice to the holders of the Notes, any merger
or reincorporation of the Company or any Subsidiary solely for purposes of
reincorporation in a different jurisdiction.

                (j) Sales and Leasebacks. Neither the Company nor any of its
Subsidiaries shall become liable, directly, by assumption or by Contingent
Obligation, with respect to any lease, whether an operating lease or a
Capitalized Lease, of any property (whether real or personal or mixed), (i)
which it or one of its Subsidiaries sold or transferred or is to sell or
transfer to any other Person, or (ii) which it or one of its Subsidiaries
intends to use for substantially the same purposes as any other property which
has been or is to be sold or transferred by it or one of its Subsidiaries to any
other Person in connection with such lease, unless in either case the sale
involved is not prohibited under section 10.3(b) and the lease involved is not
prohibited under section 10.3(a) and any related Investment is not prohibited
under section 10.3(d).


                                      -37-
<PAGE>

                (k) Margin Regulations. Neither the Company nor any of its
Subsidiaries, shall use all or any portion of the proceeds of any credit
extended under this Agreement or the Bank Credit Agreement to purchase or carry
Margin Stock.

                (l) ERISA.

                        (i) The Company shall not

                                (A) engage, or permit any of its Subsidiaries to
                        engage, in any material prohibited transaction described
                        in Sections 406 of ERISA or 4975 of the Code for which a
                        statutory or class exemption is not available or a
                        private exemption has not been previously obtained from
                        the DOL;

                                (B) permit to exist any material accumulated
                        funding deficiency (as defined in Sections 302 of ERISA
                        and 412 of the Code), with respect to any Benefit Plan,
                        whether or not waived;

                                (C) fail, or permit any Controlled Group member
                        to fail, to pay timely required material contributions
                        or annual installments due with respect to any waived
                        funding deficiency to any Benefit Plan;

                                (D) terminate, or permit any Controlled Group
                        member to terminate, any Benefit Plan which would result
                        in any material liability of the Company or any
                        Controlled Group member under Title IV of ERISA;

                                (E) fail to make any material contribution or
                        payment to any Multiemployer Plan which the Company or
                        any Controlled Group member may be required to make
                        under any agreement relating to such Multiemployer Plan,
                        or any law pertaining thereto;

                                (F) fail, or permit any Controlled Group member
                        to fail, to pay any Benefit Plan any required material
                        installment or any other payment required under Section
                        412 of the Code on or before the due date for such
                        installment or other payment; or

                                (G) amend, or permit any Controlled Group member
                        to amend, a Benefit Plan resulting in a material
                        increase in current liability for the plan year such
                        that the Company or any Controlled Group member is
                        required to provide security to such Benefit Plan under
                        Section 401(a)(29) of the Code.

                        (ii) For purposes of this section 10.3(l), "material"
                means any noncompliance or basis for liability which could
                reasonably be likely to subject the Company or any of its
                Subsidiaries to liability, individually or in the aggregate, in
                excess of $1,500,000.


                                      -38-
<PAGE>

                (m) Organizational Documents. Neither the Company nor any of its
Subsidiaries shall amend, modify or otherwise change any of the terms or
provisions in any of their respective Organizational Documents as in effect on
the Closing Date in any manner adverse to the interests of the holders of the
Notes, without the prior written consent of the Required Holders.

                (n) Fiscal Year. Neither the Company nor any of its consolidated
Subsidiaries shall change its fiscal year for accounting or tax purposes from a
period consisting of a 52/53 calendar week year ending on September 30 of each
year without the prior written consent of the Required Holders.

                (o) Subsidiary Covenants. Except as set forth in the Bank
Documents and this Agreement, the Company will not, and will not permit any
Subsidiary to, create or otherwise cause to become effective or suffer to exist
any consensual encumbrance (other than Permitted Liens) or restriction of any
kind on the ability of any Subsidiary to pay dividends or make any other
distribution on its stock, or make any other Restricted Payment, pay any
Indebtedness or other obligation owed to the Company or any other Subsidiary,
make loans or advances or other Investments in the Company or any other
Subsidiary, or sell, transfer or otherwise convey any of its property to the
Company or any other Subsidiary, or merge, consolidate with or liquidate into
the Company or any other Subsidiary.

                (p) Hedging Obligations. The Company shall not and shall not
permit any of its Subsidiaries to enter into any Hedging Arrangements evidencing
Hedging Obligations, other than Hedging Arrangements entered into by the Company
or its Subsidiaries pursuant to which the Company or its Subsidiaries has hedged
its actual or anticipated interest rate, foreign currency or commodity exposure,
and which are non-speculative in nature. The agreements in respect of such
permitted Hedging Arrangements entered into by the Company or its Subsidiaries
and any Bank Lender or any affiliate of any Bank Lender including, without
limitation, to hedge floating interest rate risk in an aggregate notional amount
not to exceed at any time an amount equal to the outstanding balance of the Term
Loans at such time are sometimes referred to herein as "Hedging Agreements."

                (q) [RESERVED]

                (r) Issuance of Disqualified Stock. From and after the Closing
Date of this Agreement, neither the Company, nor any of its Subsidiaries shall
issue any Disqualified Stock. All issued and outstanding Disqualified Stock
shall be treated as Consolidated Total Indebtedness for all purposes of this
Agreement (and as funded Indebtedness for purposes of section 10.1(f)), and the
amount of such deemed Indebtedness shall be the aggregate amount of the
liquidation preference of such Disqualified Stock.

                (s) Loss of S Corporation Status. Except as a result of the
consummation of (i) an underwritten initial public offering of the Common Stock
of the Company pursuant to which the Company obtains a listing for its Common
Stock on a United States national securities exchange, the Nasdaq National
Market System, or an automated quotation system of nationally recognized
standing or (ii) the sale of Equity Interests by or the merger of the Company,
the proceeds of which are used to prepay the principal, interest, premium, fees
and expenses on the


                                      -39-
<PAGE>

Notes in full concurrently with the issuance of such Equity Interests or the
consummation of such merger, the Company shall not fail to be qualified as an "S
corporation" as defined in Section 1361 of the Code at all times on or after the
Closing Date.

                (t) Imposition of UBIT on ESOT. The ESOT shall not be subject to
tax imposed under the Code with respect to any item of income or loss of the
Company or any Subsidiary of the Company at any time on or after the Closing
Date that could reasonably be expected to result in tax liability to the ESOT,
the Company or any of its Subsidiaries in an amount in excess of $1,500,000.

                (u) ESOP Conflict. The Company shall not permit the performance
of any of the Transaction Documents to which the ESOT is a party to conflict
with the ESOP Plan Documents, conflict with any Requirement of Law, or require
the registration with, consent or approval of, or notice to, or other action to,
with or by any Governmental Authority other than (i) filings that are made
regarding the status of the Company as an "S Corporation" as such term is
defined in Section 1361 of the Code, which filings shall have been made on or
prior to the Closing Date, (ii) filings as required by section 10.2(m) and
subsequent requests to the IRS to issue a favorable determination letter to the
effect that the ESOP continues to be such a qualified plan and employee stock
ownership plan, and (iii) Annual Reports (IRS Form 5500 series) for the ESOP.

                (v) Assets as Plan Assets. The Company shall not permit any of
the assets of the Company to constitute, for any purpose of ERISA or Section
4975 of the Code, assets of the ESOP or any other "plan" as defined in Section
3(3) of ERISA or Section 4975 of the Code.

                (w) Prohibited Transaction. The Company shall not permit any
material non-exempt prohibited transaction described in Section 406 of ERISA or
Section 4975 of the Code to occur with respect to the ESOP.

                (x) Non-Qualification of ESOP. The Company shall not take any
action, nor fail to take any action, the result of which action or inaction is
that the ESOP shall fail to be qualified under Section 401(a) of the Code. The
Company shall not permit the ESOP to fail to be an employee stock ownership plan
as defined in Section 4975(e)(7) of the Code.

                (y) Excise Tax. The Company and its Subsidiaries shall not be
subject to the tax imposed by Section 4978 of the Code with respect to any
"disposition" by the ESOT of any shares of Capital Stock of the Company
occurring as a result of the ESOT Transaction.

                (z) holder/ESOT Transactions. No deemed proceeds hereunder shall
for any purpose of Section 406 of ERISA or Section 4975 of the Code be a direct
or indirect loan or other transaction between any holder and the ESOT which, if
it is assumed that the holders of Notes are "parties in interest" and
"disqualified persons" (as defined in Section 3(14) of ERISA and Section 4975 of
the Code), is a non-exempt prohibited transaction described in Section 406 of
ERISA or Section 4975 of the Code.

                (aa) ERISA Judgments and Determinations. There shall be no
finding, holding, ruling or other determination not subject to cure made by any
court or Governmental


                                      -40-
<PAGE>

Authority, and there shall be no assertion by the ESOP Fiduciary, or, to the
best knowledge of the Company, the ESOT Trustee, concerning any matter with
respect to the ESOP or ESOT contrary to or inconsistent with any covenant set
forth in section 10.3(s) through (z) which assertion could reasonably be
expected to have a Material Adverse Effect.

                (bb) Junior Subordinated Indebtedness. The Company shall not and
shall not permit any of its Subsidiaries to amend, supplement or modify the
terms of the Junior Subordinated Notes, or make any payment required as a result
of an amendment or change thereto, other than amendments, supplements or
modifications which (i) (a) decrease the rate of interest payable on the Junior
Subordinated Notes, (b) provide for the payment in kind in lieu of cash of any
portion of the interest on the Junior Subordinated Notes, (c) provide for the
extension of the maturity date with respect to any principal or interest payment
to be made under the Junior Subordinated Notes, (d) provide more flexibility to
the Company or its Subsidiaries in connection with any covenants or (e) waive
any defaults existing in connection with the Junior Subordinated Notes and (ii)
do not adversely affect in any respect the interests of the holders of the
Notes.

        10.4 FINANCIAL COVENANTS. The Company shall comply with the following
(provided that for purposes of calculating the following financial covenants,
EBITDAE shall be deemed to be equal to (i) $3,707,773 for the fiscal quarter
ended March 15, 2002, (ii) $6,013,561 for the fiscal quarter ended July 5, 2002
and (iii) $5,487,256 for the fiscal quarter ended September 30, 2002):

                (a) Maximum Senior Leverage Ratio. The Company shall not permit
the ratio (the "Senior Leverage Ratio") of (i) the sum of the aggregate
outstanding principal amount of all Term Loans and Revolving Credit Obligations
to (ii) EBITDAE to be greater than:

                        (i) 3.25 to 1.00 as of the end of each fiscal quarter
                for the period commencing with the fiscal quarter ending
                December 20, 2002 through the fiscal quarter ending September
                30, 2003;

                        (ii) 2.90 to 1.00 as of the end of each fiscal quarter
                for the period commencing with the fiscal quarter ending
                December 19, 2003 through the fiscal quarter ending September
                30, 2004;

                        (iii) 2.30 to 1.00 as of the end of each fiscal quarter
                for the period commencing with the fiscal quarter ending
                December 17, 2004 through the fiscal quarter ending September
                30, 2005;

                        (iv) 2.00 to 1.00 as of the end of each fiscal quarter
                for the period commencing with the fiscal quarter ending
                December 16, 2005 through the fiscal quarter ending September
                30, 2006 and

                        (v) 1.5 to 1.00 as of the end of each fiscal quarter
                thereafter.

        The Senior Leverage Ratio shall be calculated, in each case, as of the
last day of each fiscal quarter based upon (a) for Term Loans and Revolving
Credit Obligations (each as defined


                                      -41-
<PAGE>

in the Bank Credit Agreement), the principal amount of Term Loans and Revolving
Credit Obligations as of the last day of each such fiscal quarter; and (b) for
EBITDAE, the actual amount for the four-quarter period ending on such last day
of such fiscal quarter, taking into account Permitted Acquisitions and
calculated, with respect to Permitted Acquisitions, on a pro forma basis using
historical audited and reviewed unaudited financial statements obtained from the
seller(s) in such Permitted Acquisitions (adjusted for reasonable non-recurring
seller expenses and other add-backs to EBITDAE; provided that such add-backs
have been approved in writing by 66 2/3% of the Bank Lenders if such add-backs
are required to permit the Company on a pro-forma basis to meet the maximum
Senior Leverage Ratio in connection with such Permitted Acquisitions).

                (b) Maximum Leverage Ratio. The Company shall not permit the
ratio (the "Leverage Ratio") of (i) the principal amount of Consolidated Total
Indebtedness (other than the Seller Notes) to (ii) EBITDAE to be greater than:

                        (i) 4.60 to 1.00 as of the end of each fiscal quarter
                for the period commencing with the fiscal quarter ending
                December 20, 2002 through the fiscal quarter ending September
                30, 2003;

                        (ii) 4.10 to 1.00 as of the end of each fiscal quarter
                for the period commencing with the fiscal quarter ending
                December 19, 2003 through the fiscal quarter ending September
                30, 2004; and

                        (iii) 3.75 to 1.00 as of the end of each fiscal quarter
                for the period commencing with the fiscal quarter ending
                December 17, 2004 through the fiscal quarter ending September
                30, 2005;

                        (iv) 3.50 to 1.00 as of the end of each fiscal quarter
                for the period commencing with the fiscal quarter ending
                December 16, 2005 through the fiscal quarter ending September
                30, 2006; and

                        (v) 2.75 to 1.00 as of the end of each fiscal quarter
                thereafter.

                The Leverage Ratio shall be calculated, in each case, as of the
        last day of each fiscal quarter based upon (a) for Consolidated Total
        Indebtedness, the principal amount of Consolidated Total Indebtedness as
        of the last day of each such fiscal quarter; and (b) for EBITDAE, the
        actual amount for the four-quarter period ending on such last day of
        such fiscal quarter, taking into account Permitted Acquisitions and
        calculated, with respect to Permitted Acquisitions, on a pro forma basis
        using historical audited and reviewed unaudited financial statements
        obtained from the seller(s) in such Permitted Acquisitions (adjusted for
        reasonable non-recurring seller expenses and other add-backs to EBITDAE;
        provided that such add-backs have been approved in writing by 66 2/3% of
        the Bank Lenders if such add-backs are required to permit the Company on
        a pro-forma basis to meet the maximum Leverage Ratio in connection with
        such Permitted Acquisitions).


                                      -42-
<PAGE>

                (c) Minimum Fixed Charge Coverage Ratio. The Company and its
consolidated Subsidiaries shall maintain a ratio ("Fixed Charge Coverage Ratio")
of (i) EBITDAE for such period minus Capital Expenditures for such period, to
(ii) the sum of the amounts of (a) scheduled amortization during such period of
the principal portion of the Term Loans and scheduled amortization during such
period of the principal portion of all other Consolidated Total Indebtedness,
plus (b) Restricted Payments paid in cash and, if positive, net ESOP repurchase
obligations during such period, plus (c) all charges for foreign, federal, state
and local income taxes paid in cash by the Company and its consolidated
Subsidiaries during such period, plus (d) Cash Interest Expense during such
period plus (e) cash payments in respect of a purchase price adjustment,
earn-out or other similar form of contingent purchase price during such period,
of at least (1) 1.00 to 1.00 as of the end of each fiscal quarter for the period
commencing with the fiscal quarter ending on December 20, 2002 through the
fiscal quarter ending September 30, 2003; (2) 1.05 to 1.00 as of the end of each
fiscal quarter for the period commencing with the fiscal quarter ending on
December 19, 2003 through the fiscal quarter ending March 10, 2006; and (3) 1.15
to 1.00 as of the end of each fiscal quarter thereafter.

        In each case, the Fixed Charge Coverage Ratio shall be determined as of
the last day of each fiscal quarter for the four fiscal quarter period ending on
such last day of such fiscal quarter, taking into account Permitted Acquisitions
and calculated, with respect to Permitted Acquisitions, on a pro forma basis
using historical audited and reviewed unaudited financial statements obtained
from the seller(s) in such Permitted Acquisitions (adjusted for reasonable
non-recurring seller expenses and other add-backs to EBITDAE; provided that such
add-backs have been approved in writing by 66 2/3% of the Bank Lenders if such
add-backs are required to permit the Company on a pro-forma basis to meet the
minimum Fixed Charge Coverage Ratio in connection with such Permitted
Acquisitions).

                (d) Minimum EBITDAE. The Company shall not permit EBITDAE to be
less than the amounts set forth below for the fiscal periods ending on the dates
set forth below:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Fiscal Quarter Ending On or About the Date Set Forth Below             Minimum EBITDAE
-------------------------------------------------------------------------------------------------
<S>                                                                    <C>
December 20, 2002                                                      $14,500,000
-------------------------------------------------------------------------------------------------
March 14, 2003                                                         $14,500,000
-------------------------------------------------------------------------------------------------
July 4, 2003                                                           $14,500,000
-------------------------------------------------------------------------------------------------
September 30, 2003                                                     $14,500,000
-------------------------------------------------------------------------------------------------
December 19, 2003                                                      $14,500,000
-------------------------------------------------------------------------------------------------
March 12, 2004                                                         $15,000,000
-------------------------------------------------------------------------------------------------
July 2, 2004                                                           $15,750,000
-------------------------------------------------------------------------------------------------
September 30, 2004                                                     $15,750,000
-------------------------------------------------------------------------------------------------
</TABLE>



                                      -43-
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Fiscal Quarter Ending On or About the Date Set Forth Below             Minimum EBITDAE
-------------------------------------------------------------------------------------------------
<S>                                                                    <C>
December 17, 2004                                                      $16,000,000
-------------------------------------------------------------------------------------------------
March 11, 2005                                                         $16,000,000
-------------------------------------------------------------------------------------------------
July 1, 2005                                                           $16,000,000
-------------------------------------------------------------------------------------------------
September 30, 2005                                                     $16,000,000
-------------------------------------------------------------------------------------------------
December 16, 2005                                                      $17,000,000
-------------------------------------------------------------------------------------------------
March 10, 2006                                                         $17,000,000
-------------------------------------------------------------------------------------------------
July 30, 2006                                                          $17,000,000
-------------------------------------------------------------------------------------------------
September 30, 2006                                                     $17,000,000
-------------------------------------------------------------------------------------------------
December 15, 2006 and each fiscal quarter thereafter                   $18,000,000
-------------------------------------------------------------------------------------------------
</TABLE>


        In each case EBITDAE shall be determined as of the last day of each
fiscal quarter for the four-quarter period ending on such last day of such
fiscal quarter, taking into account Permitted Acquisitions and calculated, with
respect to Permitted Acquisitions, on a pro forma basis using historical audited
and/or reviewed unaudited financial statements obtained from the seller(s) in
such Permitted Acquisitions (adjusted for reasonable non-recurring seller
expenses and other add-backs to EBITDAE; provided that such add-backs have been
approved in writing by 66 2/3% of the Bank Lenders if such add-backs are
required to permit the Company on a pro-forma basis to meet the minimum EBITDAE
in connection with such Permitted Acquisitions).

                (e) Capital Expenditures. The Company will not, nor will it
permit any Subsidiary to expend, for Capital Expenditures in the acquisition of
fixed assets in any fiscal year, on a non-cumulative basis, in the aggregate for
the Company and its Subsidiaries, in excess of:

                        (i) $3,600,000 for the fiscal year ending September 30,
                2003; and

                        (ii) $3,600,000 for the fiscal year ending September 30,
                2004, plus any amount permitted to be expended in the
                immediately preceding fiscal year (pursuant to the absolute
                dollar limitation for such preceding fiscal year and not
                pursuant to any carryover provision from a prior fiscal year)
                but not expended;

                        (iii) $4,200,000 for the fiscal year ending September
                30, 2005, plus any amount permitted to be expended in the
                immediately preceding fiscal year (pursuant to the absolute
                dollar limitation for such preceding fiscal year and not
                pursuant to any carryover provision from a prior fiscal year)
                but not expended;


                                      -44-
<PAGE>

                        (iv) $4,800,000 for the fiscal year ending September 30,
                2005, plus any amount permitted to be expended in the
                immediately preceding fiscal year (pursuant to the absolute
                dollar limitation for such preceding fiscal year and not
                pursuant to any carryover provision from a prior fiscal year)
                but not expended; and

                        (v) $5,400,000 for the fiscal year ending September 30,
                2007 and for each fiscal year thereafter, plus any amount
                permitted to be expended in the immediately preceding fiscal
                year (pursuant to the absolute dollar limitation for such
                preceding fiscal year and not pursuant to any carryover
                provision from a prior fiscal year) but not expended.

11.     DEFINITIONS.

        11.1 DEFINITIONS OF CAPITALIZED TERMS. The terms defined in this section
11.1, whenever used in this Agreement, shall, unless the context otherwise
requires, have the following respective meanings:

        "Acquired Business" means the Business, as described in the Acquisition
Documents.

        "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the Closing Date, by which the Company or
any of its Subsidiaries (i) acquires any going business or all or substantially
all of the assets of any Person, firm, corporation or division thereof, whether
through purchase of assets, merger or otherwise or (ii) directly or indirectly
acquires (in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage of voting power) of the outstanding
Equity Interests of another Person.

        "Acquisition Documents" means the Asset Purchase Agreement and the other
agreements, documents and instruments related thereto or executed and delivered
in connection therewith.

        "Adjusted Applicable Premium" shall have the meaning specified in
section 8.2.

        "Administrative Agent" means the administrative agent in its capacity as
contractual representative for itself and the Lenders pursuant to the Bank
Credit Agreement and any successor Administrative Agent appointed pursuant to
the Bank Credit Agreement.

        "Affiliate" means, with respect to any Person, any other Person directly
or indirectly controlling, controlled by or under common control with such
Person. A Person shall be deemed to control another Person if the controlling
Person is the "beneficial owner" (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934) of greater than fifty percent (50%) or more of the Voting
Stock of the controlled Person or possesses, directly or indirectly, the power
to direct or cause the direction of the management or policies of the controlled
Person, whether through ownership of Capital Stock, by contract or otherwise;
provided that, for purposes hereof, in no


                                      -45-
<PAGE>

event shall any holder or other institutional holder of Securities be deemed to
be an Affiliate of the Company or any of its Subsidiaries.

        "Agreement Accounting Principles" means generally accepted accounting
principles as in effect in the United States from time to time, applied in a
manner consistent with that used in preparing the financial statements of the
Company referred to in Section 5 of this Agreement as the same may be adjusted
from time to time in accordance with the provisions of this Agreement.

        "Applicable Premium" shall have the meaning specified in section 8.1.

        "Asset Purchase Agreement" means that certain Fourth Amended and
Restated Asset Purchase Agreement made on November 18, 2002 with effect as of
June 4, 2002, by and between the Company, as the purchaser, and IITRI, as the
seller, as in effect on the Closing Date and without giving effect to any
subsequent amendment or modification thereto. "Asset Sale" means, with respect
to any Person, the sale, lease, conveyance, disposition or other transfer by
such Person of any of its assets (including by way of a sale-leaseback
transaction, and including the sale or other transfer of any of the Equity
Interests of any Subsidiary of such Person, but not the Equity Interests of such
Person) to any Person (other than the Company or any of its wholly-owned
Subsidiaries) other than (i) the licensing of the Company's and its Subsidiaries
intellectual property in the ordinary course of business and (ii) the sale of
products manufactured by or on behalf of the Company and its Subsidiaries in the
ordinary course of business.

        "Authorized Officer" means any of the president, chief financial
officer, controller, treasurer or assistant treasurer of the Company, acting
singly.

        "Bank Credit Agreement" means the Credit Agreement dated as of December
20, 2002 by and among the Company, various financial institutions party thereto,
LaSalle Bank National Association, as agent, as amended, restated, supplemented,
refunded, substituted, modified, replaced or refinanced from time to time in
accordance with the terms of the Subordination Agreement.

        "Bank Documents" means the Bank Credit Agreement, the Collateral
Documents, and all other documents, instruments, notes and agreements executed
in connection therewith or contemplated thereby identified in Schedule II, as
the same may be amended, restated, supplemented, refunded, substituted,
modified, replaced or refinanced and in effect from time to time, subject to the
terms of the Subordination Agreement as set forth in clause (a) of the
definition thereof.

        "Bank Lenders" means the financial institutions from time to time who
may be lenders under the Bank Credit Agreement and their respective successors
and assigns.

        "Bank Obligations" means "Obligations" or other similar term as such
term is defined in the Bank Credit Agreement.

        "Bank Secured Obligations" means, collectively, (i) the Bank Obligations
and (ii) all Hedging Obligations owing under Hedging Agreements to any Bank
Lender or any Affiliate of


                                      -46-
<PAGE>

any Lender, which Hedging Obligations are permitted pursuant to the terms of the
Bank Credit Agreement.

        "Benefit Plan" means a defined benefit plan as defined in Section 3(35)
of ERISA (other than a Multiemployer Plan) which is intended to be qualified
under Section 401(a) of the Code in respect of which the Company or any other
member of the Controlled Group is, or within the immediately preceding six (6)
years was, an "employer" as defined in Section 3(5) of ERISA.

        "Business Day" means a day (other than a Saturday or Sunday) on which
banks are open for business in New York, New York and Chicago, Illinois.

        "Capital Expenditures" means, for any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities and including
Capitalized Lease Obligations and Permitted Purchase Money Indebtedness) by the
Company and its consolidated Subsidiaries during that period that, in conformity
with Agreement Accounting Principles, are required to be included in or
reflected by the property, plant, equipment or similar fixed asset accounts
reflected in the consolidated balance sheet of the Company and its Subsidiaries.

        "Capitalized Lease" means, with respect to any Person, any lease of
property by such Person as lessee which would be capitalized on a balance sheet
of such Person prepared in accordance with Agreement Accounting Principles.

        "Capitalized Lease Obligations" means, with respect to any Person, the
amount of the obligations of such Person under Capitalized Leases which would be
capitalized on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

        "Capital Stock" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership, partnership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

        "Cash Equivalents" means (i) marketable direct obligations issued or
unconditionally guaranteed by the United States government and backed by the
full faith and credit of the United States government; (ii) domestic and
eurodollar certificates of deposit and time deposits, bankers' acceptances and
floating rate certificates of deposit issued by any commercial bank organized
under the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies, the long-term
indebtedness of which institution at the time of acquisition is rated A- (or
better) by S&P or A3 (or better) by Moody's, and which certificates of deposit
and time deposits are fully protected against currency fluctuations for any such
deposits with a term of more than ninety (90) days; (iii) shares of money
market, mutual or similar funds having assets in excess of $100,000,000 and the
investments of which are limited to (a) investment grade securities (i.e.,
securities rated at least Baa by Moody's or at least BBB by S&P) and (b)
commercial paper of United States and foreign banks and bank holding companies
and their subsidiaries and United States and foreign finance, commercial
industrial or utility companies which, at the time of acquisition, are rated A-1
(or


                                      -47-
<PAGE>

better) by S&P or P-1 (or better) by Moody's (all such institutions being,
"Qualified Institutions"); and (iv) commercial paper of Qualified Institutions;
provided that the maturities of such Cash Equivalents shall not exceed three
hundred sixty-five (365) days from the date of acquisition thereof.

        "Cash Interest Expense" means, for any period, the total interest
expense of the Company and its consolidated Subsidiaries, whether paid or
accrued (including the interest component of Capitalized Leases), but excluding
interest expense not payable in cash (including amortization of discount and
financing fees), in each case, as determined in conformity with Agreement
Accounting Principles.

        "Change of Control" means an event or series of events by which:

                (a) Any Person (other than IITRI (or any of its direct assignees
        or transferees) or the ESOT, together with their "affiliates" within the
        meaning of Rule 12b2 of the Commission under the Exchange Act) shall
        acquire beneficial ownership (including beneficial ownership resulting
        from the formation of a "group" within the meaning of Rule13d-5 of the
        Commission under the Exchange Act) of more than fifty percent (50%) of
        the combined voting power of the outstanding Capital Stock of the
        Company, ordinarily having the right to vote at any election of
        directors; or

                (b) Except as expressly permitted under the terms of this
        Agreement, the Company consolidates with or merges into another Person
        or conveys, transfers or leases all or substantially all of its property
        to any Person in one or a series of transactions, or any Person
        consolidates with or merges into the Company, in either event pursuant
        to a transaction in which the outstanding Capital Stock of the Company
        is reclassified or changed into or exchanged for cash, securities or
        other property.

        "Change of Control Premium" means an amount equal to 1% of the principal
amount of the Notes prepaid as a result of a Change of Control.

        "Closing" and "Closing Date" shall have the respective meanings
specified in section 4.

        "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

        "Collateral Documents" means all agreements, instruments and documents
provided under the Bank Credit Agreement evidencing liens or securities
interests of the Bank Lenders thereunder.

        "Commission" means the Securities and Exchange Commission of the United
States of America and any Person succeeding to the functions thereof.

        "Common Stock" means the Common Stock, $.01 par value, of the Company as
constituted on the Closing Date and any shares into which such Common Stock
shall have been changed or any Shares resulting from any reclassification of
such Common Stock.

        "Company" shall have the meaning specified in the first paragraph of
this Agreement.


                                      -48-
<PAGE>

        "Competitor" means any Person which generated at least twenty percent
(20%) of its total revenue (on a consolidated basis together with its direct and
indirect subsidiary entities and its direct and indirect parent entities) from
government contracts in its last fiscal year preceding the proposed transfer,
other than any Financial Institution.

        "Consolidated Total Indebtedness" means, as of any date of
determination, the total amount of that portion of the Indebtedness of the
Company and its Subsidiaries which is interest bearing or with respect to which
interest expense accrues or is attributable under Agreement Accounting
Principles, including, without limitation, interest bearing accounts payable not
payable in the ordinary course of business, notes payable, Contingent
Obligations, Capitalized Lease Obligations, reimbursement obligations in respect
of commercial letters of credit, and Off-Balance Sheet Liabilities.

        "Contaminant" means any waste, pollutant, hazardous material, hazardous
substance, toxic substance, hazardous waste, special waste, petroleum or
petroleum-derived substance or waste, asbestos, polychlorinated biphenyls
("PCBs"), or any constituent of any such substance or waste, and includes, but
is not limited to, these terms as defined in Environmental, Health or Safety
Requirements of Law and any other substance or material defined as regulated by
any other Environmental, Health or Safety Requirements of Law.

        "Contingent Obligation" means, as applied to any Person, any Contractual
Obligation, contingent or otherwise, of that Person with respect to any
indebtedness of another or other obligation or liability of another, including,
without limitation, any such indebtedness, obligation or liability of another
directly or indirectly guaranteed, endorsed (otherwise than for collection or
deposit in the ordinary course of business), co-made or discounted or sold with
recourse by that Person, or in respect of which that Person is otherwise
directly or indirectly liable, including Contractual Obligations (contingent or
otherwise) arising through any agreement to purchase, repurchase, or otherwise
acquire such indebtedness, obligation or liability or any security therefor, or
to provide funds for the payment or discharge thereof (whether in the form of
loans, advances, stock purchases, capital contributions or otherwise), or to
maintain solvency, assets, level of income, or other financial condition, or to
make payment other than for value received. The amount of any Contingent
Obligation shall be equal to the present value of the portion of the obligation
so guaranteed or otherwise supported, in the case of known recurring
obligations, and the reasonably anticipated liability in respect of the portion
of the obligation so guaranteed or otherwise supported assuming such Person is
required to perform thereunder, in all other cases.

        "Contractual Obligation" means, as applied to any Person, any provision
of any equity or debt securities issued by that Person or any indenture,
mortgage, deed of trust, security agreement, pledge agreement, guaranty,
contract, undertaking, agreement or instrument, in any case in writing, to which
that Person is a party or by which it or any of its properties is bound, or to
which it or any of its properties is subject.

        "Controlled Group" means the group consisting of (i) any corporation
which is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as the Company; (ii) a partnership or
other trade or business (whether or not incorporated) which is under common
control (within the meaning of Section 414(c) of the Code) with the Company; and
(iii) a member of the same affiliated service group (within the meaning of
Section 414(m) of


                                      -49-
<PAGE>

the Code) as the Company, any corporation described in clause (i) above or any
partnership or trade or business described in clause (ii) above.

        "Customary Permitted Liens" means:

                (a) Liens (other than Environmental Liens and Liens in favor of
        the IRS or the PBGC) with respect to the payment of taxes, assessments
        or governmental charges in all cases which are not yet due or (if
        foreclosure, distraint, sale or other similar proceedings shall not have
        been commenced or any such proceeding after being commenced is stayed)
        which are being contested in good faith by appropriate proceedings
        properly instituted and diligently conducted and with respect to which
        adequate reserves or other appropriate provisions are being maintained
        in accordance with Agreement Accounting Principles;

                (b) statutory Liens of landlords and Liens of suppliers,
        mechanics, carriers, materialmen, warehousemen, service providers or
        workmen and other similar Liens imposed by law created in the ordinary
        course of business for amounts not yet due or which are being contested
        in good faith by appropriate proceedings properly instituted and
        diligently conducted and with respect to which adequate reserves or
        other appropriate provisions are being maintained in accordance with
        Agreement Accounting Principles;

                (c) Liens (other than Environmental Liens and Liens in favor of
        the IRS or the PBGC) incurred or deposits made in the ordinary course of
        business in connection with workers' compensation, unemployment
        insurance or other types of social security benefits or to secure the
        performance of bids, tenders, sales, contracts (other than for the
        repayment of borrowed money), surety, appeal and performance bonds;
        provided that (A) all such Liens do not in the aggregate materially
        detract from the value of the Company's or its Subsidiary's assets or
        property taken as a whole or materially impair the use thereof in the
        operation of the businesses taken as a whole, and (B) all Liens securing
        bonds to stay judgments or in connection with appeals that do not secure
        at any time an aggregate amount exceeding $200,000;

                (d) Liens arising with respect to zoning restrictions,
        easements, encroachments, licenses, reservations, covenants,
        rights-of-way, utility easements, building restrictions and other
        similar charges, restrictions or encumbrances on the use of real
        property which do not in any case materially detract from the value of
        the property subject thereto or interfere with the ordinary conduct of
        the business of the Company or any of its Subsidiaries;

                (e) Liens of attachment or judgment with respect to judgments,
        writs or warrants of attachment, or similar process against the Company
        or any of its Subsidiaries which do not constitute a Default under
        section 12.1(i) of this Agreement; and (vi) any interest or title of the
        lessor in the property subject to any operating lease entered into by
        the Company or any of its Subsidiaries in the ordinary course of
        business.

        "Default" means any condition or event which constitutes or, after
notice or lapse of time or both, would constitute an Event of Default.


                                      -50-
<PAGE>

        "Disclosed Litigation" is defined in section 6.6 hereof.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
that is ninety-one (91) days after the Maturity Date.

        "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

        "Domestic Subsidiary" means a Subsidiary of the Company organized under
the laws of a jurisdiction located in the United States of America.

        "EBITDAE" means, for any period, on a consolidated basis for the Company
and its Subsidiaries, the sum of the amounts for such period, without
duplication, calculated in each case in accordance with Agreement Accounting
Principles, of (i) Net Income, plus (ii) Interest Expense to the extent deducted
in computing Net Income, plus (iii) charges against income for foreign, federal,
state and local taxes to the extent deducted in computing Net Income, plus (iv)
depreciation expense to the extent deducted in computing Net Income, plus (v)
amortization expense, including, without limitation, amortization of goodwill
and other intangible assets to the extent deducted in computing Net Income, plus
(vi) cash contributions to the ESOP in respect of the repurchase liability of
the Company under the ESOP Plan Documents to the extent deducted in computing
Net Income, plus (vii) non-cash ESOP Compensation Expense to the extent deducted
in computing Net Income, plus (viii) other extraordinary and nonrecurring
non-cash charges to the extent deducted in computing Net Income up to an amount
not to exceed $1,500,000, minus (ix) other extraordinary and nonrecurring
non-cash credits to the extent added in computing Net Income up to an amount not
to exceed $1,500,000, plus (x) non-cash charges classified as minority interest
to the extent deducted in computing Net Income, plus (xi) other nonrecurring
adjustments and charges to the extent deducted in computing Net Income for
periods prior to the Closing Date, plus (xii) non-cash expenses associated with
the recognition of the difference between the fair market value of the Warrants
and Seller Warrants and the exercise price of the Warrants and Seller Warrants
to the extent deducted in computing Net Income, plus (xiii) non-cash Management
Compensation Expense to the extent deducted in computing Net Income.

        "Environmental, Health or Safety Requirements of Law" means all
Requirements of Law derived from or relating to foreign, federal, state and
local laws, statutes, codes, ordinances, rules, regulations, permits, orders or
determinations (including administrative orders and consent decrees) of any
Governmental Authority regulating, relating to or addressing pollution or
protection of the environment, or protection of worker health or safety,
including, but not limited to, the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., the Occupational
Safety and Health Act of 1970, 29 U.S.C. Section 651 et seq., and the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq., in each
case including any amendments thereto, any successor statutes, and any
regulations or guidance promulgated thereunder, and any state or local
equivalent thereof.


                                      -51-
<PAGE>

        "Environmental Lien" means a lien in favor of any Governmental Authority
for (i) any liability under Environmental, Health or Safety Requirements of Law,
or (ii) damages arising from, or costs incurred by such Governmental Authority
in response to, a Release or threatened Release of a Contaminant into the
environment.

        "Environmental Property Transfer Act" means any applicable requirement
of law that conditions, restricts, prohibits or requires any notification or
disclosure triggered by the closure of any property or the transfer, sale or
lease of any property or deed or title for any property for environmental
reasons, including, but not limited to, any so-called "Industrial Site Recovery
Act" or "Responsible Property Transfer Act."

        "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock). Equity Interests will not
include any Incentive Arrangements or obligations or payments thereunder.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

        "ERISA Affiliate" means each trade or business (whether or not
incorporated) that, together with the Company, would be treated as a single
employer under section 4001(b) of ERISA, or that is a member of a group of which
the Company is a member and that is a controlled group within the meaning of
section 4971(e)(2)(B) of the Code.

        "ESOP" means the employee benefit plan titled "The Alion Science and
Technology Corporation Employee Ownership, Savings and Investment Plan" and
adopted and maintained by the Company pursuant to the applicable ESOP Plan
Documents.

        "ESOP Compensation Expense" means, for any period, expenses charged with
respect to the ESOP to Net Income for such period in accordance with Agreement
Accounting Principles.

        "ESOP Fiduciary" means the named fiduciary under ERISA of the ESOP. As
of the Closing Date, the ESOP Fiduciary is the ESOP Committee of the Company.

        "ESOP Plan Documents" means, collectively, the documents identified in
Exhibit 11.1.5 to this Agreement and the ESOT Transaction Documents, each as may
be amended, supplemented or modified as provided herein.

        "ESOT" means the trust titled "The Alion Science and Technology
Corporation Employee Ownership, Savings and Investment Trust" and adopted and
maintained by the Company pursuant to the applicable ESOP Plan Documents.

        "ESOT Stock Purchase Agreement" means that certain Stock Purchase
Agreement dated as of December 20, 2002, by and between the Borrower and the
ESOT Trustee, as in effect on the Closing Date.


                                      -52-
<PAGE>

        "ESOT Transaction" means the series of transactions contemplated by and
described in the ESOT Transaction Documents, including but not limited to the
ESOT's purchase of up to 100% of the Capital Stock of the Company pursuant to
the ESOT Stock Purchase Agreement.

        "ESOT Transaction Documents" means, collectively, the ESOT Stock
Purchase Agreement and the other documents identified on Exhibit 11.1.6 to this
Agreement, as each may be amended, supplemented or modified as provided herein.

        "ESOT Trustee" means the trustee of the ESOT. As of the Closing Date the
ESOT Trustee is State Street Bank and Trust Company.

        "Event of Default" shall have the meaning specified in section 12.1.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.

        "Financial Institution" means any insurance company, bank, trust
company, pension fund (whether private, public or governmental), mutual fund or
any other entity which is primarily engaged in the business of investing for its
own account or accounts of others in debt or equity securities of issuers that
are not Affiliates of the Company, regardless of whether or not such Financial
Institution has an investment in a person or entity that generated at least 20%
of its total revenue from government contracts; provided that not more than 50%
of the Voting Stock of such Financial Institution is owned and controlled,
directly or indirectly, by a person or entity that generated at least 20% of its
total revenue on a consolidated basis from government contracts.

        "Financing" means, with respect to any Person, the issuance or sale by
such Person of any Disqualified Stock, Equity Interests of such Person or any
Indebtedness consisting of debt securities of such Person.

        "Fixed Charge Coverage Ratio" is defined in section 10.4(c).

        "Foreign Subsidiary" means a Subsidiary of the Company which is not a
Domestic Subsidiary.

        "Governmental Authority" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative authority or
functions of or pertaining to government, including any authority or other
quasi-governmental entity established to perform any of such functions.

        "Government Contract" means any prime contract of the Company or any
direct or indirect subsidiary of the Company with a Governmental Authority or
any sub-contract of the Company and its direct or indirect Subsidiaries with any
other Person with respect to any contract with a Governmental Authority.


                                      -53-
<PAGE>

        "Guaranty" means each of that certain Guaranty in substantially the form
of Exhibit 2(d) attached hereto, executed and delivered by Subsidiary Guarantors
from time to time as amended, restated, supplemented or otherwise modified from
time to time.

        "Hedging Agreements" is defined in section 10.3(p).

        "Hedging Arrangements" is defined in the definition of Hedging
Obligations below.

        "Hedging Obligations" means, with respect to any Person, any and all
obligations of such Person, whether absolute or contingent and howsoever and
whensoever created, arising, evidenced or acquired (including all renewals,
extensions and modifications thereof and substitutions therefor), under (i) any
and all agreements, devices or arrangements designed to protect at least one of
the parties thereto from the fluctuations of interest rates, commodity prices,
exchange rates or forward rates applicable to such party's assets, liabilities
or exchange transactions, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap, swap or collar protection agreements, forward
rate currency or interest rate options, puts and warrants or any similar
derivative transactions ("Hedging Arrangements"), and (ii) any and all
cancellations, buy backs, reversals, terminations or assignments of any of the
foregoing.

        "holders of Secured Obligations" has the meaning set forth in the Bank
Credit Agreement.

        "IITRI" means IIT Research Institute, a not-for-profit Illinois
corporation ("IITRI") controlled by the Illinois Institute of Technology, a
not-for-profit Illinois corporation ("IIT").

        "IITRI Acquisition" means the acquisition by the Company of the Acquired
Business pursuant to the Acquisition Documents.

        "Incentive Arrangements" means warrants, any stock ownership, restricted
stock, stock option, stock appreciation rights plans, "phantom" stock plans,
deferred compensation arrangements, employment agreements, non-competition
agreements, subscription and stockholders agreements and other incentive and
bonus plans and similar arrangements made in connection with the retention of
directors, executives, officers or employees of the Company and its
Subsidiaries.

        "Indebtedness" means, with respect to any Person, without duplication,
such Person's (i) obligations for borrowed money, including, without limitation,
subordinated indebtedness, (ii) obligations representing the deferred purchase
price of property or services rendered, including, without limitation earn-outs
and other similar forms of contingent purchase prices (but excluding accounts
payable arising in the ordinary course of such Person's business payable on
terms customary in the trade), (iii) obligations, whether or not assumed,
secured by Liens or payable out of the proceeds or production from property or
assets now or hereafter owned or acquired by such Person, (iv) obligations which
are evidenced by notes, acceptances, other instruments, letters of credit or
letter of credit reimbursement arrangements, (v) Capitalized Lease Obligations,
(vi) Contingent Obligations, (vii) obligations with respect to letters of
credit, (viii) the net mark-to-market exposure under all Hedging Arrangements,
(ix) Off-Balance Sheet


                                      -54-
<PAGE>

Liabilities, and (x) Disqualified Stock. The amount of Indebtedness of any
Person at any date shall be, without duplication, (a) the outstanding balance at
such date of all unconditional obligations as described above and the reasonably
anticipated liability of any such Contingent Obligations at such date and (b) in
the case of Indebtedness of others secured by a Lien to which the property or
assets owned or held by such Person is subject, the lesser of the fair market
value at such date of any asset subject to a Lien securing the Indebtedness of
others and the amount of the Indebtedness secured.

        "Indemnified Costs" shall have the meaning specified in section 18.

        "Indemnitee" shall have the meaning specified in section 18.

        "Interest Expense" means, for any period, the total interest expense of
the Company and its consolidated Subsidiaries, whether paid or accrued
(including the interest component of Capitalized Leases, commitment and letter
of credit fees and the discount or implied interest component (or other fees or
charges in securitization transactions) of Off-Balance Sheet Liabilities), and
net payments (if any) pursuant to Hedging Arrangements relating to interest rate
protection, all as determined in conformity with Agreement Accounting
Principles.

        "Investment" means, with respect to any Person, (i) any purchase or
other acquisition by that Person of any Indebtedness, Equity Interests or other
securities, or of a beneficial interest in any Indebtedness, Equity Interests or
other securities, issued by any other Person, (ii) any purchase by that Person
of all or substantially all of the assets of a business (whether of a division,
branch, unit operation, or otherwise) conducted by another Person, and (iii) any
loan, advance (other than deposits with financial institutions available for
withdrawal on demand, prepaid expenses, accounts receivable, advances to
employees and similar items made or incurred in the ordinary course of business)
or capital contribution by that Person to any other Person, including all
Indebtedness owing to such Person arising from a sale of property by such other
Person other than in the ordinary course of its business.

        "Investment IRR" shall have the meaning specified in section 8.2.

        "IRS" means the Internal Revenue Service and any Person succeeding to
the functions thereof.

        "Junior Subordinated Notes" means (a) any unsecured Indebtedness of the
Company and/or any of its Subsidiaries which has been subordinated to the Notes
and the Note Guarantees upon terms of subordination approved in writing by the
Required Holders of the Notes and (b) the Seller Notes.

        "LaSalle" means LaSalle Bank National Association, in its individual
capacity, and its successors.

        "Leverage Ratio" is defined in section 10.4(b).

        "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or security agreement or preferential


                                      -55-
<PAGE>

arrangement of any kind or nature whatsoever (including, without limitation, the
interest of a vendor or lessor under any conditional sale, Capitalized Lease or
other title retention agreement).

        "Management Compensation Expenses" means, for any period, expenses
charged to Net Income for such period with respect to stock appreciation rights
plans, "phantom" stock plans, the Junior Subordinated Notes and accretion of the
Seller Warrants, in each case in connection with the retention of directors,
executives, officers or employees of the Company and its Subsidiaries, in
accordance with Agreement Accounting Principles.

        "Margin Stock" shall have the meaning ascribed to such term in
Regulation U.

        "Material Adverse Effect" means a material adverse effect upon (i) the
business, assets, condition (financial or otherwise), operations, performance,
properties, results of operations or prospects of the Company, any Subsidiary
Guarantor, or the Company and its Subsidiaries in each case taken as a whole,
(ii) the ability of the Company, any Subsidiary Guarantor or the Company and its
Subsidiaries to perform their respective obligations under this Agreement and
the other Operative Documents, (iii) the ability of the Holders to enforce their
respective obligations under this Agreement and the other Operative Documents,
or (iv) the validity or enforceability of this Agreement, other Operative
Documents, or the rights or remedies of the Holders hereunder and thereunder.

        "Material Subsidiary" shall mean, in respect of the Company, any
Subsidiary that (a) has total assets (determined as of the last day of the most
recently completed fiscal quarter in accordance with Agreement Accounting
Principles) which constitute ten percent (10%) or more of the total assets of
the Company and its consolidated Subsidiaries as of such date of determination,
or (b) has revenue (determined as of the last day of the most recently completed
fiscal quarter for the four-quarter period then ending in accordance with
Agreement Accounting Principles) which constitutes five percent (5%) or more of
the revenue of the Company and its consolidated Subsidiaries for such period, or
(c) has EBITDAE (determined as of the last day of the most recently completed
fiscal quarter for the four-quarter period then ending in accordance with
Agreement Accounting Principles) which constitutes five percent (5%) or more of
the revenue of the Company and its consolidated Subsidiaries for such period, or
(d) has EBITDAE (determined as of the last day of the most recently completed
fiscal quarter for the four-quarter period then ending in accordance with
Agreement Accounting Principles) which constitutes five percent (5%) or more of
the EBITDAE of the Company and its consolidated Subsidiaries for such period;
provided that if (i) a Material Subsidiary no longer satisfies any condition set
forth above and (ii) the Board of Directors of the Company determines that such
Subsidiary is not material to the consolidated financial condition or operations
of the Company and its Subsidiaries and the holders of Notes shall have received
written notice of such determination from the Company, and (iii) no Event of
Default shall be continuing, then for so long as such Subsidiary satisfies none
of the conditions in clauses (a) through (d) above, such Subsidiary shall not be
a Material Subsidiary.

        "Maturity Date" means December 20, 2008.

        "Moody's" means Moody's Investors Service, Inc. "Multiemployer Plan"
means a


                                      -56-
<PAGE>

        "Multiemployer Plan" as defined in Section 4001(a)(3) of ERISA which is,
or within the immediately preceding six (6) years was, contributed to by either
the Company or any member of the Controlled Group.

        "Net Cash Proceeds" means, with respect to any Asset Sale or Financing
by any Person, cash or Cash Equivalents (freely convertible into Dollars)
received by such Person or any Subsidiary of such Person from such Asset Sale
(including cash received as consideration for the assumption or incurrence of
liabilities incurred in connection with or in anticipation of such Asset Sale)
or Financing, after (i) provision for all income or other taxes measured by or
resulting from such Asset Sale or Financing, (ii) payment of all brokerage
commissions and other fees and expenses and commissions related to such Asset
Sale or Financing, and (iii) deduction of all amounts used to repay Indebtedness
(and any premium or penalty thereon) secured by a Lien on any asset disposed of
in such Asset Sale or which is or may be required (by the express terms of the
instrument governing such Indebtedness or by applicable law) to be repaid in
connection with such Asset Sale (including payments made to obtain or avoid the
need for the consent of any holder of such Indebtedness).

        "Net Income" means, for any period, an amount equal to the net earnings
(or loss) after taxes of the Company and its Subsidiaries on a consolidated
basis for such period taken as a single accounting period determined in
conformity with Agreement Accounting Principles.

        "Non-ERISA Commitments" means

                (a) each pension, medical, dental, life, accident insurance,
        disability, group insurance, sick leave, profit sharing, deferred
        compensation, bonus, stock option, stock purchase, retirement, savings,
        severance, stock ownership, performance, incentive, hospitalization or
        other insurance, or other welfare, benefit or fringe benefit plan,
        policy, or trust; and

                (b) each employee collective bargaining agreement and each
        agreement, understanding or arrangement of any kind, with or for the
        benefit of any present or prior officer, director, employee (including,
        without limitation, each employment, compensation, deferred
        compensation, severance arrangement and any agreement or arrangement
        associated with a change in control of the Company or any member of the
        Controlled Group);

                (c) to which the Company or any member of the Controlled Group
        is a party or with respect to which the Company or any member of the
        Controlled Group is or will be required to make any payment other than
        any Plans.

        "Notes" shall have the meaning specified in section 2.

        "Off-Balance Sheet Liabilities" means, with respect to any Person, (i)
any repurchase obligation or liability of such Person or any of its Subsidiaries
with respect to Receivables sold by such Person or any of its Subsidiaries, (ii)
any liability of such Person or any of its Subsidiaries under any sale and
leaseback transaction which does not create a liability on the consolidated
balance sheet of such Person (iii) any liability of such Person or any of its



                                      -57-
<PAGE>

Subsidiaries under any financing lease or so-called "synthetic lease" or "tax
ownership operating lease" transaction, or (iv) any obligations of such Person
or any of its Subsidiaries arising with respect to any other transaction which
is the functional equivalent of or takes the place of borrowing but which does
not constitute a liability on the consolidated balance sheet of such Person and
its Subsidiaries.

        "Officers' Certificate" means a certificate signed on behalf of the
Company by an Authorized Officer.

        "Operative Documents" means this Agreement, the Securities, the Note
Guarantees, the Rights Agreement, the Subordination Agreements, and each of the
other agreements, documents and instruments executed in connection herewith and
therewith, each as it may from time to time be amended, modified or
supplemented.

        "Organizational Documents" means, as applied to any Person, the
certificate of incorporation, articles of incorporation or certificate of
formation, by-laws or operating agreement and any other applicable
organizational document of such Person.

        "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

        "Permitted Acquisition" is defined in section 10.3(g).

        "Permitted Existing Contingent Obligations" means the Contingent
Obligations of the Company and its Subsidiaries identified as such on Exhibit
11.1.1 to this Agreement.

        "Permitted Existing Indebtedness" means the Indebtedness of the Company
and its Subsidiaries identified as such on Exhibit 11.1.2 to this Agreement.

        "Permitted Existing Investments" means the Investments of the Company
and its Subsidiaries identified as such on Exhibit 11.1.3 to this Agreement.

        "Permitted Existing Liens" means the Liens on assets of the Company and
its Subsidiaries identified as such on Exhibit 11.1.4 to this Agreement.

        "Permitted Purchase Money Indebtedness" is defined in section
10.3(a)(viii).

        "Permitted Refinancing Indebtedness" means any replacement, renewal,
refinancing or extension of any Indebtedness permitted under section 10.3(a)(ii)
or 10.3(a)(iii) that (i) does not exceed the aggregate principal amount (plus
accrued interest and any applicable premium and associated fees and expenses) of
the Indebtedness being replaced, renewed, refinanced or extended, (ii) does not
have a Weighted Average Life to Maturity at the time of such replacement,
renewal, refinancing or extension that is less than the Weighted Average Life to
Maturity of the Indebtedness being replaced, renewed, refinanced or extended,
(iii) does not rank at the time of such replacement, renewal, refinancing or
extension senior to the Indebtedness being replaced, renewed, refinanced or
extended, and (iv) does not contain terms (including, without limitation, terms
relating to security, amortization, interest rate, premiums, fees, covenants,
subordination, events of default and remedies), taken as a whole, materially
less


                                      -58-
<PAGE>

favorable to the Company, its Subsidiaries or the holders of the Notes than
those applicable to the Indebtedness being replaced, renewed, refinanced or
extended, subject to the terms of the Subordination Agreements.

        "Permitted Senior Additional Indebtedness" means $72,000,000, less the
sum of (i) all regularly scheduled or optional payments on the Term Loans (as
defined in the Bank Credit Agreement) actually made, (ii) all regularly
scheduled or optional payments on the Revolving Loans (as defined in the Bank
Credit Agreement) to the extent the aggregate Revolving Loan Commitment (as
defined in the Bank Credit Agreement) is reduced as a result of such payment,
plus (A) all other mandatory prepayments of the Term Loans actually made (other
than in connection with a refinancing agreement (a "Refinancing Agreement")
thereof, and any guaranty of the Bank Secured Obligations under the Bank Credit
Agreement or any Refinancing Agreement, whether now existing or hereinafter
arising whether such obligations arise or accrue before or after the
commencement of any bankruptcy, insolvency or receivership proceedings,
including, without limitation, interest and fees accruing pre-petition or
post-petition at the rate or rates prescribed in the Bank Credit Agreement or
Refinancing Agreement and costs, expenses and attorneys' and paralegals' fees,
whenever incurred (and whether or not such claims, interest, costs, expenses or
fees are allowed or allowable in any such proceeding); plus (B) all obligations
under interest rate or foreign currency hedging, swap, cap, collar or similar
agreements of the Company and its Material Subsidiaries to the Bank Lenders, in
each case within the meaning of the Senior Subordination Agreement, entered into
to hedge the actual or anticipated interest rate or foreign currency exposure
with respect to the Bank Credit Agreement and which are non-speculative in
nature, whether now existing or hereinafter arising directly between the Company
and its Material Subsidiaries and the Bank Lenders, or acquired outright,
conditionally or as collateral security from another by the Bank Lenders,
together with any guaranty of such obligations by any Loan Party, (within the
meaning of the Subordination Agreement set forth in clause (a) of the definition
of Subordination Agreements) obligations arise or accrue before or after the
commencement of any bankruptcy, insolvency or receivership proceedings,
including, without limitation, interest and fees accruing pre-petition or
post-petition at the rate or rates prescribed in the applicable agreement and
costs, expenses and attorneys' and paralegals' fees whenever incurred (and
whether or not such claims, interest, costs, expenses or fees are allowed or
allowable in any such proceeding); plus (C) amounts disbursed or advanced
(including, without limitation, in connection with the provision of any
financing or other financial accommodations pursuant to Section 364 of the
United States Bankruptcy Code) by the Bank Lenders, which in their good faith
discretion they deem necessary or desirable to preserve or protect any
Collateral (as defined in the Bank Credit Agreement) or to enhance the
likelihood or maximize the amount of repayment of the amounts outstanding under
the Bank Credit Agreement, in an amount not to exceed $1,000,000, including, but
not limited to all protective advances, costs, expenses and attorneys' and
paralegals' fees, whenever made, advanced or incurred by the Bank Lenders in
connection with the Senior Credit Agreement or the Collateral.

        "Person" means any individual, corporation, firm, enterprise,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, limited liability company or other entity of any kind, or
any government or political subdivision or any agency, department or
instrumentality thereof.


                                      -59-
<PAGE>

        "Plan" means an employee benefit plan defined in Section 3(3) of ERISA,
other than a Multiemployer Plan, in respect of which the Company or any member
of the Controlled Group is, or within the immediately preceding six (6) years
was, an "employer" as defined in Section 3(5) of ERISA.

        "Purchase Price" means the total consideration and other amounts payable
in connection with any Acquisition, including, without limitation, any portion
of the consideration payable in cash, the value of any Capital Stock or other
Equity Interests of the Company or any Subsidiary issued as consideration for
such Acquisition, all Indebtedness, liabilities and Contingent Obligations
incurred or assumed in connection with such Acquisition and all transaction
costs and expenses (including all investment banking and other consultant fees
and expenses) incurred in connection with such Acquisition.

        "Qualified IPO" shall have the meaning specified in section 8.2.

        "Qualified IPO Closing Date" shall have the meaning specified in section
8.2.

        "Receivable(s)" means and includes all of the Company's and the
Subsidiary Guarantors' presently existing and hereafter arising or acquired
accounts, accounts receivable, and all present and future rights of the Company
or any Subsidiary Guarantor to payment for goods sold or leased or for services
rendered (except those evidenced by instruments or chattel paper), whether or
not they have been earned by performance, and all rights in any merchandise or
goods which any of the same may represent, and all rights, title, security and
guaranties with respect to each of the foregoing, including, without limitation,
any right of stoppage in transit.

        "Regulation T" means Regulation T of the Board of Governors of the
Federal Reserve System as form time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stock (as defined therein).

        "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks, non-banks and non-broker lenders for the purpose
of purchasing or carrying Margin Stock applicable to member banks of the Federal
Reserve System.

        "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

        "Release" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment, including the movement of Contaminants
through or in the air, soil, surface water or groundwater.


                                      -60-
<PAGE>

        "Rentals" means for any Person, for any period, the aggregate fixed
amounts paid by such Person on a consolidated basis with its Subsidiaries under
any lease of real or personal property and deducted in computing Net Income for
such period in accordance with Agreement Accounting Principles.

        "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation or otherwise
waived the requirement of Section 4043(a) of ERISA that it be notified within
thirty (30) days after such event occurs, provided, however, that a failure to
meet the minimum funding standards of Section 412 of the Code and of Section 302
of ERISA shall be a Reportable Event regardless of the issuance of any such
waiver of the notice requirement in accordance with either Section 4043(a) of
ERISA or Section 412(d) of the Code.

        "Required Holders" as applied to describe the requisite holder or
holders of any class of the Securities, shall mean, at any date, the holder or
holders of 51% or more in interest of such class of Securities at the time
outstanding (excluding all Securities at the time owned by the Company or any
Affiliate of the Company).

        "Requirements of Law" means, as to any Person, the Organizational
Documents of such Person, and any law, rule or regulation, or determination of
an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which
such Person or any of its property is subject including, without limitation, the
Securities Act, the Exchange Act, Regulations T, U and X, ERISA, the Fair Labor
Standards Act, the Worker Adjustment and Retraining Notification Act, Americans
with Disabilities Act of 1990, and any certificate of occupancy, zoning
ordinance, building, environmental or land use requirement or permit or
environmental, labor, employment, occupational safety or health law, rule or
regulation, including Environmental, Health or Safety Requirements of Law.

        "Restricted Payment" means (i) any dividend or other distribution,
direct or indirect, on account of any Equity Interests of the Company now or
hereafter outstanding, except a dividend payable solely in the Company's Capital
Stock (other than Disqualified Stock) or in options, warrants or other rights to
purchase such Capital Stock, (ii) any redemption, retirement, purchase or other
acquisition for value, direct or indirect, of any Equity Interests of the
Company or any of its Subsidiaries now or hereafter outstanding, other than in
exchange for, or out of the proceeds of, the substantially concurrent sale
(other than to a Subsidiary of the Company) of other Equity Interests of the
Company (other than Disqualified Stock), (iii) any redemption, purchase,
retirement, defeasance, prepayment (by setoff or otherwise) or other acquisition
for value, direct or indirect, of any Indebtedness other than the Obligations,
and (iv) any payment of a claim for the rescission of the purchase or sale of,
or for material damages arising from the purchase or sale of, any Indebtedness
(other than the Obligations) or any Equity Interests of the Company or any of
its Subsidiaries, or of a claim for reimbursement, indemnification or
contribution arising out of or related to any such claim for damages or
rescission, (v) any payment of management fees owing to any holder of Capital
Stock of the Company or any of its Subsidiaries or investment banking fees (or
other fees of a similar nature) other than pursuant to a Permitted Acquisition,
(vi) any payment in respect of a purchase price adjustment, earn-out or other
similar form of contingent purchase price (by setoff or otherwise), (vii) any
payment or prepayment


                                      -61-
<PAGE>

(whether consisting of principal, interest, premium or otherwise) with respect
to the Seller Notes or any other subordinated Indebtedness permitted under
section 10.3(a), and (viii) any contribution or other payment (other than in
Capital Stock) of any type by the Company or any of its Subsidiaries to the
ESOT.

        "Revolving Credit Obligations" or similar term, has the meaning set
forth in the Bank Credit Agreement.

        "Revolving Loan" has the meaning set forth in the Bank Credit Agreement.

        "Rights Agreement" shall have the meaning specified in section 5.3(e).

        "S&P" means Standard & Poor's Ratings Group, a division of McGraw-Hill,
Inc.

        "Securities" means the Notes, the Warrants and, unless the context
clearly requires otherwise, the Warrant Shares, each of which is a "Security".

        "Securities Act" means the Securities Act of 1933, as amended from time
to time.

        "Seller Note Securities Purchase Agreement" means the Seller Note
Securities Purchase Agreement, dated as of December 20, 2002, among the Company
and the holders set forth in Schedule I thereto, as amended or modified in
accordance with the terms of the Subordination Agreement.

        "Seller Notes" means those certain 6% Junior Subordinated Notes due
2010, issued by the Company to IITRI in the aggregate principal amount of
$39,900,000 pursuant to the Asset Purchase Agreement, as amended, supplemented
or modified in accordance with section 10.3(bb) hereof.

        "Seller Warrants" means warrants of the Company evidencing rights to
purchase 1,080,436.80 shares of the Company's Common stock (subject to
adjustment) issued pursuant to the terms of the Seller Note Securities Purchase
Agreement to the holders of the Company's Seller Notes and includes any warrants
issued in exchange therefor or in replacement thereof.

        "Seller Warrant Shares" means any Shares or other securities issued or
issuable upon exercise of any Seller Warrant pursuant to the terms and
conditions of such Seller Warrant, each of which is a "Seller Warrant Share".

        "Senior Leverage Ratio" is defined in section 10.4(a).

        "Shares" of any Person shall include any and all shares of capital
stock, partnership interests, membership interests, or other shares, interests,
participations or other equivalents (however designated and of any class) in the
capital of, or other ownership interests in, such Person.

        "Solvent" means, when used with respect to any Person, that at the time
of determination:


                                      -62-
<PAGE>

                (a) the fair value of its assets (both at fair valuation and at
        present fair saleable value) is equal to or in excess of the total
        amount of its liabilities, including, without limitation, contingent
        liabilities; and

                (b) it is then able and expects to be able to pay its debts as
        they mature; and

                (c) it has capital sufficient to carry on its business as
        conducted and as proposed to be conducted.

        With respect to contingent liabilities (such as litigation, guarantees
and pension plan liabilities), such liabilities shall be computed at the present
value of the amount which, in light of all the facts and circumstances existing
at the time, represent the amount which can reasonably be expected to become an
actual or matured liability.

        "Source" shall have the meaning specified in section 23.

        "Subordination Agreements" means, collectively, (a) that certain
Subordination Agreement dated as of the date hereof by and among the Company,
the holders of the Notes and LaSalle Bank National Association, as agent, and
(b) that certain Subordination Agreement dated the date hereof by and among the
Company, the holders of the Notes and the holders of the Seller Notes.

        "Subsidiary" means, with respect to any Person, (i) any corporation more
than fifty percent (50%) of the outstanding securities having ordinary voting
power of which shall at the time be owned or controlled, directly or indirectly,
by such Person or by one or more of its Subsidiaries or by such Person and one
or more of its Subsidiaries, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization more than fifty
percent (50%) of the ownership interests having ordinary voting power of which
shall at the time be so owned or controlled. Unless otherwise expressly
provided, all references herein to a "Subsidiary" means a Subsidiary of the
Company.

        "Subsidiary Guarantee" shall have the meaning specified in section 2.

        "Subsidiary Guarantor(s)" means (i) each of the Company's Material
Subsidiaries; (ii) all other Material Subsidiaries which become Subsidiary
Guarantors in satisfaction of the provisions of section 10.2(k) and (iii) any
Subsidiary of the Company which has executed a guaranty under the Bank
Agreement, in each case, and together with their respective successors and
assigns.

        "Term Loans" has the meaning set forth in the Bank Credit Agreement.

        "Termination Event" means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of the Company or any member of the Controlled
Group from a Benefit Plan during a plan year in which the Company or such
Controlled Group member was a "substantial employer" as defined in Section
4001(a)(2) of ERISA or the cessation of operations which results in the
termination of employment of twenty percent (20%) of Benefit Plan participants
who are employees of the Company or any member of the Controlled Group which, in
either event, could reasonably be expected to have a Material Adverse Effect or
otherwise result in


                                      -63-
<PAGE>

liability to the Company or any of its Subsidiaries that are members of the
Controlled Group in an amount in excess of $1,500,000; (iii) the imposition of
an obligation on the Company or any member of the Controlled Group under Section
4041 of ERISA to provide affected parties written notice of intent to terminate
a Benefit Plan in a distress termination described in Section 4041(c) of ERISA;
(iv) the institution by the PBGC or any similar foreign governmental authority
of proceedings to terminate a Benefit Plan; (v) any event or condition which
constitutes grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Benefit Plan; or (vi) the partial or
complete withdrawal of the Company or any member of the Controlled Group from a
Multiemployer Plan, which could reasonably be expected to have a Material
Adverse Effect or otherwise result in liability to the Company or any of its
Subsidiaries in an amount in excess of $1,500,000.

        "Transaction Documents" means this Agreement, the other Operative
Documents, the Bank Documents, and the documents executed and delivered, or
adopted, by the Company or any of its Subsidiaries or the ESOT Trustee or the
ESOP Fiduciary in connection with the IITRI Acquisition, the ESOT Transaction
and the issuance of the Seller Notes, including, without limitation, the Asset
Purchase Agreement, the ESOT Agreements, the ESOP Plan Documents, the Seller
Notes, the Warrants and the Seller Warrants.

        "U.S. Qualified Persons" means those persons that (i) are defined in the
U.S. persons in Section 7701(a)(3) of the Code and (ii) are U.S. citizens or
entities organized under U.S. federal or state laws which are not owned,
controlled or influenced, directly or indirectly, by a foreign person (or term
of like meaning) under the National Industrial Security Program Operating Manual
(or any successor document) as amended from time to time.

        "Voting Stock" shall mean Shares of a Person having ordinary voting
power for the election of a majority of the members of the board of directors of
the Person, other than Shares having such power only by reason of the happening
of a contingency.

        "Warrant Shares" means any Shares (or Other Securities (as defined in
the Warrants)) issued (or issuable, as applicable) upon exercise of any
Warrants, each of which is a "Warrant Share".

        "Warrants" shall have the meaning specified in section 2.

        "Weighted Average Life to Maturity" of any Indebtedness or obligation
shall mean, at any date, the number of years obtained by dividing the then
Remaining Dollar-years of such Indebtedness or obligation by the then
outstanding principal amount of such Indebtedness or obligation. For purposes of
this definition, the "Remaining Dollar-years" of any Indebtedness or obligation
shall mean, at any date, the total of the products obtained by multiplying (a)
the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in
respect thereof, by (b) the number of years (calculated to the nearest
one-twelfth) which will elapse between such date and the making of such payment,
by (ii) the then outstanding principal amount of such Indebtedness.


                                      -64-
<PAGE>

        11.2 OTHER DEFINITIONS. The terms defined in this section 11.2, whenever
used in this Agreement, shall, unless the context otherwise requires, have the
respective meanings hereinafter specified.

                "this Agreement" (and similar references to any of the other
Operative Documents) shall mean, and the words "herein" (and "therein"),
"hereof" (and "thereof"), "hereunder" (and "thereunder") and words of similar
import shall refer to, such instruments as they may from time to time be
amended, modified or supplemented.

                "beneficial ownership" of any Shares or other securities of any
Person shall be determined in the manner set forth in Rule 13d-3 of the
Commission under the Exchange Act.

                a "class" of Securities shall refer to the Notes, the Warrants
and/or the Warrant Shares, as the case may be, each of which is a separate
class.

                "corporation" shall include an association, joint stock company,
business trust or other similar organization.

                "premium" when used in conjunction with references to principal
of and interest on the Notes, shall mean any amount due upon any payment or
prepayment of any of the Notes, other than principal and interest, and shall
include the premium specified in section 8.1.

        11.3 ACCOUNTING TERMS AND PRINCIPLES; LAWS.

                (a) All accounting terms used herein which are not expressly
defined in this Agreement shall have the respective meanings given to them in
accordance with Agreement Accounting Principles, all computations made pursuant
to this Agreement shall be made in accordance with Agreement Accounting
Principles, provided that if the Company notifies the holders of the Notes that
it wishes to amend any covenant in section 10 to eliminate or to take into
account the effect of any change in Agreement Accounting Principles on the
operation of such covenant (or if the Required Holders of the Notes notify the
Company that they wish to amend section 14 for such purpose), then compliance
with such covenant shall be determined on the basis of Agreement Accounting
Principles in effect immediately before the relevant change in Agreement
Accounting Principles became effective, until either such notice is withdrawn or
such covenant is amended in a manner satisfactory to the Company and the
Required Holders of the Notes. All financial statements shall be prepared in
accordance with Agreement Accounting Principles.

                (b) All references herein to laws, statutes, rules and
regulations shall, unless the context clearly requires otherwise, be deemed to
refer to any law, statute, rule, regulation and any other governmental
restriction, standard and/or requirement promulgated, issued and/or enforced by
any domestic or foreign federal, state or local government, governmental agency,
authority, court, instrumentality or regulatory body, including, without
limitation, those of the United States of America or any state thereof or the
District of Columbia.

        11.4 SINGULAR AND PLURAL FORMS; ACCOUNTING TERMS. The foregoing
definitions shall be equally applicable to both the singular and plural forms of
the defined terms. Any


                                      -65-
<PAGE>

accounting terms used in this Agreement which are not specifically defined
herein shall have the meanings customarily given them in accordance with
Agreement Accounting Principles.

        11.5 REFERENCES. Any references to the Company's Subsidiaries shall not
in any way be construed as consent by the holders of the Notes to the
establishment, maintenance or acquisition of any Subsidiary, except as may
otherwise be permitted hereunder.

12.     EVENTS OF DEFAULT; REMEDIES.

        12.1 EVENTS OF DEFAULT DEFINED; ACCELERATION OF MATURITY. If any one or
more of the following events ("Events of Default") shall occur (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), that is to say:

                (a) if default shall be made in the due and punctual payment of
all or any part of the principal of, or premium (if any) on, any Note when and
as the same shall become due and payable, whether at the stated maturity
thereof, by notice of or demand for prepayment, or otherwise; or

                (b) if default shall be made in the due and punctual payment of
any interest on any Note when and as such interest shall become due and payable
and such default shall have continued for a period of three Business Days; or

                (c) if (i) default shall be made in the performance or
observance of any covenant, agreement or condition contained in section 10.1 or
10.2 and such default shall continue unremedied for ten (10) Business Days after
the occurrence thereof or (ii) default shall be made in the performance or
observance of any covenant, agreement or condition contained in section 10.3 or
10.4; or

                (d) if default shall be made in the performance or observance of
any other of the covenants, agreements or conditions contained in this Agreement
or any of the other Operative Documents (other than as covered by paragraphs
(a), (b) and (c) of this Section 12.1) and such default shall have continued for
a period of 30 days after the occurrence thereof; or

                (e) if an involuntary case shall be commenced against the
Company or any of the Company's Material Subsidiaries and the petition shall not
be dismissed, stayed, bonded or discharged within sixty (60) days after
commencement of the case; or a court having jurisdiction in the premises shall
enter a decree or order for relief in respect of the Company or any of the
Company's Material Subsidiaries in an involuntary case, under any applicable
bankruptcy, insolvency or other similar law now or hereinafter in effect; or any
other similar relief shall be granted under any applicable federal, state, local
or foreign law.; or

                (f) if a decree or order of a court having jurisdiction in the
premises for the appointment of a receiver, liquidator, sequestrator, trustee,
custodian or other officer having similar powers over the Company or any of the
Company's Subsidiaries or over all or a substantial part of the property of the
Company or any of the Company's Subsidiaries shall be


                                      -66-
<PAGE>

entered; or an interim receiver, trustee or other custodian of the Company or
any of the Company's Subsidiaries or of all or a substantial part of the
property of the Company or any of the Company's Subsidiaries shall be appointed
or a warrant of attachment, execution or similar process against any substantial
part of the property of the Company or any of the Company's Subsidiaries shall
be issued and any such event shall not be stayed, dismissed, bonded or
discharged within sixty (60) days after entry, appointment or issuance provided
that such Event of Default shall not arise in respect of any Subsidiary of the
Company that is not a Material Subsidiary and for which a waiver of any Event of
Default (or similar term within the meaning of the Bank Credit Agreement)
arising from the foregoing events has been granted to the Company by the
requisite percentage of Bank Lenders pursuant to the Bank Credit Agreement prior
to the expiry of the preceding sixty (60) day period; or

                (g) if the Company or any of the Company's Subsidiaries shall
(i) commence a voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, (ii) consent to the entry of an
order for relief in an involuntary case, or to the conversion of an involuntary
case to a voluntary case, under any such law, (iii) consent to the appointment
of or taking possession by a receiver, trustee or other custodian for all or a
substantial part of its property, (iv) make any assignment for the benefit of
creditors or (v) take any corporate action to authorize any of the foregoing;
provided that such Event of Default shall not arise in respect of any Subsidiary
of the Company that is not a Material Subsidiary and for which a waiver of any
Event of Default (or similar term within the meaning of the Bank Credit
Agreement) arising from the foregoing events has been granted to the Company by
the requisite percentage of Bank Lenders pursuant to the Bank Credit Agreement
prior to taking any of the foregoing actions; or

                (h) if the Company or any of its Subsidiaries shall fail to (i)
make any payment due on any Indebtedness (other than the Notes or the Senior
Bank Obligations) or other obligation (including any in respect of any lease or
any Capital Stock upon the exercise by any Person of any put or call option or
other similar right of redemption or repurchase with regard to such Shares) when
due (subject to applicable grace periods), if the aggregate outstanding amount
thereof (and of any other Indebtedness or other obligation as to which the
Company or any of its Subsidiaries is in default) exceeds $6,000,000 (or the
equivalent thereof, as at any date of determination, in any other currency) or
(ii) perform, observe or discharge any covenant, condition or obligation in any
agreement, document or instrument evidencing, securing or relating to such
Indebtedness or other obligation, if the effect of any such failure of the
character described in this clause (ii) is to cause, or permit such Person to
cause, any payment in an aggregate amount of $6,000,000 (or the equivalent
thereof, as at any date of determination, in any other currency) or more to
become due and payable, or if any such Indebtedness or other obligation in an
aggregate amount of $6,000,000 (or the equivalent thereof, as at any date of
determination, in any other currency) or more shall become due and payable by
its terms and shall not be paid or extended; or

                (i) if a final judgment for the payment of money which, together
with all other outstanding final judgments for the payment of money against the
Company or any of its Subsidiaries, exceeds an aggregate of $1,500,000 (or the
equivalent thereof, as at any date of determination, in any other currency)
shall be rendered by a court of record against the


                                      -67-
<PAGE>

Company or any of its Subsidiaries, and the Company or any of its Subsidiaries
shall not discharge the same or provide for its discharge in accordance with its
terms, or procure a stay of execution thereof within 30 days from the date of
entry thereof and within such period of 30 days, or such longer period during
which execution of such judgment shall have been stayed, move to vacate such
judgment or appeal therefrom and cause the execution thereof to be stayed
pending determination of such motion or during such appeal; or

                (j) if any representation or warranty made by or on behalf of
the Company or any of its Subsidiaries in this Agreement or in any of the other
Operative Documents or in any agreement, document or instrument delivered under
or pursuant to any provision hereof or thereof shall prove to have been
materially false or incorrect on the date as of which made; or

                (k) if, at any time, this Agreement or any of the other
Operative Documents shall for any reason (other than the scheduled termination
thereof in accordance with its terms) expire, fail to be in full force and
effect or be disaffirmed, repudiated, canceled, terminated or declared to be
unenforceable, null and void; or

                (l) if (i) any Plan shall fail to satisfy the minimum funding
standards of ERISA or the Code for any plan year or part thereof or a waiver of
such standards or extension of any amortization period is sought or granted
under section 412 of the Code, (ii) a notice of intent to terminate any Plan
shall have been or is reasonably expected to be filed with the PBGC or the PBGC
shall have instituted proceedings under section 4042 of ERISA to terminate or
appoint a trustee to administer any Plan or the PBGC shall have notified the
Company or any ERISA Affiliate that a Plan may become a subject of any such
proceedings, (iii) the aggregate "amount of unfunded benefit liabilities"
(within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined
in accordance with Title IV of ERISA, shall exceed $1,500,000 (or the equivalent
thereof, as at any date of determination, in any other currency), (iv) the
Company or any ERISA Affiliate shall have incurred or is reasonably expected to
incur any liability pursuant to Title I or IV of ERISA or the penalty or excise
tax provisions of the Code relating to employee benefit plans, (v) the Company
or any ERISA Affiliate withdraws from any Multiemployer Plan, (vi) the Company
or any Subsidiary of the Company establishes or amends any employee welfare
benefit plan that provides post-employment welfare benefits in a manner that
would increase the liability of the Company and/or its Subsidiaries thereunder,
or (vii) any termination Event occurs; and any such event or events described in
clauses (i) through (vii) above, either individually or together with any other
such event or events, has resulted in, or could reasonably be expected to result
in, a Material Adverse Effect;

                (m) acceleration of any Indebtedness under the Bank Credit
Agreement or the Seller Notes, subject to the terms of the Subordination
Agreements; or

                (n) the IRS shall notify Borrower in writing that it has made a
final determination not subject to cure that the ESOP is not a qualified plan
and employee stock ownership plan within the meanings of Section 401(a) and
4975(e)(7), respectively, of the Code;

then, in the case of any Event of Default (other than one of the character
described in subdivisions (e), (f) or (g) of this section 12.1 with respect to
the Company or any Material Subsidiary) and at the option of the Required
Holders of the Notes at the time outstanding


                                      -68-
<PAGE>

(excluding any Notes at the time owned by any of the Company or any of its
Affiliates), exercised by written notice to the Company, the principal of all
Notes shall forthwith become due and payable, together with interest accrued
thereon, without presentment, demand, protest or other notice of any kind, all
of which are hereby expressly waived, and the Company shall forthwith upon any
such acceleration pay to the holder or holders of all the Notes then outstanding
(i) the entire principal of and interest accrued on the Notes, and (ii) in
addition, to the extent permitted by applicable law, an amount equal to the
premium that would be payable upon a prepayment of the Notes pursuant to section
8.1 at such time, as liquidated damages and not as a penalty; provided that, in
the case of an Event of Default of the character described in subdivisions (a)
or (b) of this section 12.1 and irrespective of whether all of the Notes have
been declared due and payable by the Required Holders of the Notes at the time
outstanding, any holder of Notes who or which has not consented to any waiver
with respect to such Event of Default may, at the option of such holder, by
written notice to the Company, declare all Notes then held by such holder to be,
and such Notes shall thereupon become, forthwith due and payable, together with
interest accrued thereon, without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived, and the Company shall
forthwith upon any such acceleration pay to such holder (i) the entire principal
of and interest accrued on such Notes, and (ii) in addition, to the extent
permitted by applicable law, an amount equal to the premium that would be
payable upon a prepayment of the Notes pursuant to section 8.1 at such time, as
liquidated damages and not as a penalty; provided, further, that, in the case of
an Event of Default of the character described in subdivisions (e), (f) or (g)
of this section 12.1 with respect to the Company or any Material Subsidiary, the
principal of all Notes shall forthwith become due and payable, together with
interest accrued thereon (including any interest accruing after the commencement
of any action or proceeding under the federal bankruptcy laws, as now or
hereafter constituted, or any other applicable domestic or foreign federal or
state bankruptcy, insolvency or other similar law, and any other interest that
would have accrued but for the commencement of such proceeding, whether or not
any such interest is allowed as an enforceable claim in such proceeding),
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived, and the Company shall forthwith upon any such
acceleration pay to the holder or holders of all the Notes then outstanding (i)
the entire principal of and interest accrued on the Notes, and (ii) in addition,
to the extent permitted by applicable law, an amount equal to the premium that
would be payable upon a prepayment of the Notes pursuant to section 8.1 at such
time, as liquidated damages and not as a penalty.

                Notwithstanding the foregoing provisions, at any time after the
occurrence of any Event of Default and of notice thereof, if any, by any holder
or holders of Notes and before any judgment, decree or order for payment of the
money due has been obtained by or on behalf of any holder or holders of the
Notes, the Required Holders of the Notes by written notice to the Company, may
rescind and annul such Event of Default and/or notice of such Event of Default
and the consequences thereof with respect to all of the Notes (including any
Notes which were accelerated pursuant to the first proviso in the preceding
paragraph by any holder or holders on account of an Event of Default of the
character described in subdivision (a) or (b) of this section 12.1) if:

                (1) the Company has paid a sum sufficient to pay


                                      -69-
<PAGE>

                        (A) all overdue installments of interest on all Notes at
                the rate specified in the Notes;

                        (B) the principal of (and premium, if any, on) any Notes
                which have become due otherwise than by such Event of Default or
                notice thereof and interest thereon at the rate for overdue
                amounts specified in such Notes; and

                        (C) to the extent that payment of such interest is
                lawful, interest upon overdue interest at the rate for overdue
                amounts specified in such Notes; and

                (2) all Defaults and Events of Default, other than the
                non-payment of the principal of Notes which have become due
                solely by such acceleration, have been cured or waived as
                provided in section 12. No such rescission shall affect any
                subsequent default or impair any right consequent thereon.

        12.2 SUITS FOR ENFORCEMENT, ETC. In case any one or more of the Events
of Default specified in section 12.1 shall have occurred, and irrespective of
whether any Notes have become or have been declared immediately due and payable
under section 12.1, the holder of any Note may proceed to protect and enforce
its rights either by suit in equity or by action at law, or both. The Company
stipulates that the remedies at law of the holder or holders of the Securities
in the event of any default or threatened default by the Company in the
performance of or compliance with any covenant or agreement in this Agreement or
any of the other Operative Documents are not and will not be adequate and that,
to the fullest extent permitted by law, such terms may be specifically enforced
by a decree for the specific performance thereof, whether by an injunction
against a violation thereof or otherwise.

        12.3 NO ELECTION OF REMEDIES. No remedy conferred in this Agreement or
in any of the other Operative Documents upon the holder of any Security is
intended to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or thereunder or now or hereafter existing at law or in equity or by
statute or otherwise.

        12.4 REMEDIES NOT WAIVED. No course of dealing between the Company
and/or any of its Subsidiaries, on the one hand, and any holder of any Security,
on the other hand, and no delay by any such holder in exercising any rights
hereunder or under any of the other Operative Documents shall operate as a
waiver of any rights of any such holder.

        12.5 APPLICATION OF PAYMENTS. In case any one or more of the Events of
Default specified in section 12.1 shall have occurred, all amounts to be applied
to the prepayment or payment of any Notes, shall be applied, after the payment
of all related costs and expenses incurred by the holders of the Notes
(including, without limitation, compensation to any and all trustees,
liquidators, receivers or similar officials and reasonable fees, expenses and
disbursements of counsel) first to premium, if any, then to interest and then to
the principal amount.

13.     REGISTRATION, TRANSFER AND EXCHANGE OF SECURITIES. Securities issued
hereunder shall be issued in registered form. The Company shall keep at its
principal executive office (which is


                                      -70-
<PAGE>

now located at the address set forth at the beginning of this Agreement),
registers in which it shall provide for the registration and transfer of the
Securities. The name and address of each holder of the Securities shall be
registered in such registers. The Company shall give to any institutional holder
of any Security promptly (but in any event within 10 days) following request
therefor, a complete and correct copy of the names and addresses of all
registered holders of the Securities issued by it and the amount and kind of
Securities held by each. Whenever any Security or Securities shall be
surrendered for transfer or exchange, the Company(ies) that issued such
Security, at its expense, will execute and deliver in exchange therefor a new
Security or Securities (in such denominations and registered in such name or
names as may be requested by the holder of the surrendered Security or
Securities), in the same aggregate unpaid principal amount (in the case of the
Notes) or exercisable for the same aggregate number of Shares (in the case of
any Warrants) or in the same aggregate number of Shares (in the case of any
Warrant Share), as applicable, as that of the Security or Securities so
surrendered. Each such new Note shall be dated and bear interest from the date
to which interest shall have been paid on the surrendered Note or dated the date
of the surrendered Note if no interest shall have been paid thereon. The Company
may treat the Person in whose name any Security is registered as the owner of
such Security for all purposes.

14.     REPLACEMENT OF SECURITIES. Upon receipt of satisfactory evidence of the
loss, theft, destruction or mutilation of any Security and (in the case of loss,
theft or destruction) of satisfactory indemnity, and (in the case of mutilation)
upon surrender of such Security, the Company(ies) that issued such Security at
its (or their) expense, will execute and deliver in lieu of such Security a new
Security of like tenor and, in the case of any new Note, dated so as not to
result in any loss of interest. Your unsecured agreement to indemnify and/or
affidavit and that of any other institutional holder shall constitute
satisfactory indemnity and/or satisfactory evidence of loss, theft or
destruction for the purpose of this section 14.

15.     APPOINTMENT OF DIRECTORS. As provided in the Rights Agreement and
subject to the terms thereof, (a) the Required Holders of the Notes shall have
the right to nominate one member of the board of directors of the Company,
provided that such nominee satisfies the eligibility criteria for board members
of the Company (as in effect on the Closing Date) and provided further that the
Company's board of directors shall consist of no more than twelve members, (b)
the ESOT trustee shall vote the ESOP's shares in favor of such nominee, subject
to the trustee's fiduciary obligations, and (c) the right granted under the
Rights Agreement with respect to the nomination of one member of the board of
directors shall exist until the earlier of (i) repayment in full of the Notes or
(ii) a Qualified IPO.

16.     AMENDMENT AND WAIVER.

                (a) Any term of this Agreement and, unless explicitly provided
otherwise therein, of any of the other Operative Documents may, with the consent
of the Company, be amended, or compliance therewith may be waived, in writing
only, by the Required Holders of each class of Securities entitled to the
benefits of such term, provided that (i) without the consent of the holders of
all of the Notes at the time outstanding, no such amendment or waiver shall (A)
change the amount of the principal of or any rate of interest on or the amount
of any premium payable with respect to any of the Notes or change the payment
terms of any of the


                                      -71-
<PAGE>

Notes, or, except as provided in the Notes (and the Note Guarantees),
subordinate the obligation of the Company (or any Subsidiary Guarantor) to pay
any amount due on the Notes (or on the Note Guarantees) to any other obligation,
or (B) change the percentage of holders of Notes required to approve any such
amendment, effectuate any such waiver or accelerate payment of the Notes.
Executed or true and correct copies of any amendment, waiver or consent effected
pursuant to this section 16 shall be delivered by the Company to each holder of
Securities forthwith (but in any event not later than five days) following the
effective date thereof.

                (b) The Company will not, directly or indirectly, request or
negotiate for, or offer or pay any remuneration or grant any security as an
inducement for, any proposed amendment or waiver of any of the provisions of
this Agreement or any of the other Operative Documents unless each holder of the
Securities (irrespective of the kind and amount of Securities then owned by it)
shall be informed thereof by the Company and, if such holder is entitled to the
benefit of any such provision proposed to be amended or waived, shall be
afforded the opportunity of considering the same, shall be supplied by the
Company with sufficient information to enable it to make an informed decision
with respect thereto and, if such offer is accepted by such holder, shall be
offered and paid such remuneration and granted such security on the same terms.

                (c) In determining whether the requisite holders of Securities
have given any authorization, consent or waiver under this section 16, any
Securities owned by the Company or any of their respective Affiliates shall be
disregarded and deemed not to be outstanding.

17.     METHOD OF PAYMENT OF SECURITIES. Irrespective of any provision hereof or
of the other Operative Documents to the contrary, so long as you or any other
institutional holder shall hold any Security, all payments due on such Security
shall be made to you or such other institutional holder by the method and at the
address for such purpose specified in Schedule I attached hereto or by such
other method or at such other address as you or such institutional holder may
designate in writing (given as provided in section 20), without requiring any
presentation or surrender of such Security, except that if any Security shall be
paid, prepaid and/or repurchased in full, such Security shall be surrendered to
the Company(ies) that issued such Security promptly following such payment,
prepayment or repurchase and canceled.

18.     EXPENSES; INDEMNITY. The Company will (without duplication as to any
holder), jointly and severally, pay or cause to be paid (or reimbursed, as the
case may be) and will defend, indemnify and hold you (and each other holder of
any of the Securities) and each of your (and such other holder's) directors,
officers, employees, agents, advisors and Affiliates (each, an "Indemnitee")
harmless in respect of all reasonable costs, losses, expenses (including,
without limitation, the reasonable fees, costs, expenses and disbursements of
counsel) and damages (collectively, "Indemnified Costs") incurred by or asserted
against any Indemnitee in connection with the negotiation, execution, delivery,
performance and/or enforcement of this Agreement or any of the other Operative
Documents (including, without limitation, so-called work-outs and/or
restructurings and all amendments, waivers and consents hereunder and
thereunder, whether or not effected) and/or the consummation of the transactions
contemplated hereby and thereby or which may otherwise be related in any way to
this Agreement or any other Operative Documents or such transactions or such
Indemnitee's relationship to the Company or any of their respective


                                      -72-
<PAGE>

Affiliates or any of their respective properties and assets arose solely and
directly as a result of the gross negligence, willful misconduct or bad faith of
such Indemnitee.

19.     TAXES. The Company will pay all taxes and fees (including interest and
penalties), including, without limitation, all issuance and documentary stamp
and similar taxes, which may be payable in respect of the execution and delivery
of this Agreement and each of the other Operative Documents.

20.     COMMUNICATIONS. Unless otherwise provided herein, any notice required or
permitted under this Agreement shall be given in writing and shall be delivered
(a) by hand, (b) by mail, certified mail, return receipt requested, or (c) by
facsimile to the party to be notified, at the address indicated for such party
on the signature page hereof, or at such other address as such party may
designate by prior written notice to the other party. Unless otherwise provided
herein, notices shall be deemed to have been given and served (a) where
delivered by hand, at time of delivery, (b) where delivered by mail, on
acknowledgement of receipt as shown by the date indicated on the return receipt
as having been received, and (c) where delivered by facsimile, 24 hours after
transmission confirmation by the transmitting machine unless within those 24
hours the intended recipient has informed the sender that the transmission was
received in an incomplete or unreadable form, or the transmission report of the
sender indicates a faulty or incomplete transmission. If such receipt is on a
day that is not a working day or is later than 5 p.m. (local time) on a working
day, the notice shall be deemed to have been given and served on the next
working day. Any such communication must be sent (i) if to the Company (or any
Subsidiary of the Company), to the Company (or such Subsidiary) at:

                      Alion Science and Technology Corporation
                      1750 Tysons Boulevard
                      Suite 1300
                      McLean, VA 22102
                      Attention: Stephen Trichka, Esq.
                      Telecopy No.: (703) 714-6508

                      with a copy (which shall not constitute notice) to:

                      Baker & McKenzie
                      815 Connecticut Avenue, N.W.
                      Washington, D.C.  20006
                      Attention: Marc R.  Paul
                      Telecopy No.: (202) 452-7074

or at such other address (or telecopy number) as may be furnished in writing by
the Company to each holder of any Security and (ii) if to you, at your address
for such purpose set forth in Schedule I attached hereto, with a copy (which
shall not constitute notice) to:

                      McDermott, Will & Emery
                      227 West Monroe
                      Suite 4700
                      Chicago, IL 60606



                                      -73-
<PAGE>

                      Attention: Michael L.  Boykins, Esq.
                      Telecopy No.: (312) 984-7700

and if to any other holder of any Security, at the address of such holder as it
appears on the applicable register maintained pursuant to section 13, or at such
other address as may be furnished in writing by you or by any other holder to
the Company. Communications under this section 20 shall be deemed given only
when actually received.

21.     SURVIVAL OF AGREEMENTS, REPRESENTATIONS AND WARRANTIES, ETC. All
agreements, representations and warranties of the Company contained herein and
in the other Operative Documents shall be deemed to have been relied upon by you
and shall survive the execution and delivery of this Agreement and each of the
other Operative Documents, the issue, sale and delivery of the Securities and
payment therefor and any disposition of the Securities by you, whether or not
any investigation at any time is made by you or on your behalf. All
indemnification provisions, shall survive the date upon which none of the
Securities shall be outstanding and the termination of this Agreement and each
of the other Operative Documents.

22.     SUCCESSORS AND ASSIGNS; RIGHTS OF OTHER HOLDERS. This Agreement and,
unless explicitly provided otherwise therein, each of the other Operative
Documents shall bind and inure to the benefit of and be enforceable by the
Company and you, successors to the Company and your successors and permitted
assigns, and, in addition, shall inure to the benefit of and be enforceable by
each holder from time to time of any Securities who, upon acceptance thereof,
shall, without further action, be entitled to enforce the applicable provisions
and enjoy the applicable benefits hereof and thereof. The Company may not assign
any of their rights or obligations hereunder or under any of the other Operative
Documents without the written consent of the Required Holders of each class of
Securities then outstanding.

23.     PURCHASE FOR INVESTMENT; ERISA.

                (a) You represent and warrant (i) that you have been furnished
with all information that you have requested for the purpose of evaluating your
proposed acquisition of the Notes to be issued to you pursuant hereto, (ii) that
you will acquire such Notes for your own account for investment and not for
distribution in any manner that would violate applicable securities laws, but
without prejudice to your rights to dispose of such Notes or a portion thereof
to a transferee or transferees, in accordance with such laws and the Rights
Agreement, if applicable, if at some future time you deem it advisable to do so
and (iii) that you are an "accredited investor", as defined in Regulation D of
the Commission under the Securities Act. The acquisition of such Notes by you at
the Closing shall constitute your confirmation of the foregoing representations
and warranties. You understand that such Notes are being sold to you in a
transaction which is exempt from the registration requirements of the Securities
Act, and that, in making the representations and warranties contained in section
5.16, each of the Company is relying, to the extent applicable, upon your
representations and warranties contained herein.

                (b) You represent that at least one of the following statements
is an accurate representation as to each source of funds (a "Source") to be used
by you to pay the purchase price of the Notes to be purchased by you hereunder:


                                      -74-
<PAGE>

                        (i) the Source is an "insurance company general account"
                as defined in Section V(e) of Prohibited Transaction Exemption
                ("PTE") 95-60 (issued July 12, 1995) and, except as you have
                disclosed to the Company in writing pursuant to this section
                (i), the amount of reserves and liabilities for the general
                account contract(s) held by or on behalf of any employee benefit
                plan or group of plans maintained by the same employer or
                employee organization do not exceed 10% of the total reserves
                and liabilities of the general account (exclusive of separate
                account liabilities) plus surplus as set forth in the NAIC
                Annual Statement filed with the state of domicile of the
                insurer; or

                        (ii) the Source is a separate account of an insurance
                company maintained by you in which an employee benefit plan (or
                its related trust) has an interest, which separate account is
                maintained solely in connection with your fixed contractual
                obligations under which the amounts payable, or credited, to
                such plan and to any participant or beneficiary of such plan
                (including any annuitant) are not affected in any manner by the
                investment performance of the separate account; or

                        (iii) the Source is either (A) an insurance company
                pooled separate account, within the meaning of PTE 90-1 (issued
                January 29, 1990), or (B) a bank collective investment fund,
                within the meaning of the PTE 91-38 (issued July 12, 1991) and,
                except as you have disclosed to the Company in writing pursuant
                to this section (iii), no employee benefit plan or group of
                plans maintained by the same employer or employee organization
                beneficially owns more than 10% of all assets allocated to such
                pooled separate account or collective investment fund; or

                        (iv) the Source constitutes assets of an "investment
                fund" (within the meaning of Part V of the QPAM Exemption)
                managed by a "qualified professional asset manager" or "QPAM"
                (within the meaning of Part V of the QPAM Exemption), no
                employee benefit plan's assets that are included in such
                investment fund, when combined with the assets of all other
                employee benefit plans established or maintained by the same
                employer or by an affiliate (within the meaning of Section
                V(c)(1) of the QPAM Exemption) of such employer or by the same
                employee organization and managed by such QPAM, exceed 20% of
                the total client assets managed by such QPAM, the conditions of
                Part I(c) and (g) of the QPAM Exemption are satisfied, neither
                the QPAM nor a person controlling or controlled by the QPAM
                (applying the definition of "control" in Section V(e) of the
                QPAM Exemption) owns a 5% or more interest in the Company and
                (A) the identity of such QPAM and (B) the names of all employee
                benefit plans whose assets are included in such investment fund
                have been disclosed to the Company in writing pursuant to this
                section (iv); or

                        (v) the Source is a governmental plan; or

                        (vi) the Source is one or more employee benefit plans,
                or a separate account or trust fund comprised of one or more
                employee benefit plans, each of


                                      -75-
<PAGE>

                which has been identified to the Company in writing pursuant to
                this section (vi); or

                        (vii) the Source does not include assets of any employee
                benefit plan, other than a plan exempt from the coverage of
                ERISA. As used in this section 23(b), the terms "employee
                benefit plan", "governmental plan", "party in interest" and
                "separate account" shall have the respective meanings assigned
                to such terms in Section 3 of ERISA, and the term "QPAM
                Exemption" means PTE 84-14 (issued March 13, 1984).

24.     ASSIGNMENT; RIGHT OF FIRST OFFER.

        24.1 RIGHT OF FIRST OFFER. Subject to the provisions of this section 24,
the Notes may not be assigned to any Person that (so long as no Event of Default
described in any of Sections 11.1(a), (b), (e), (f), or (g) has occurred) is
either (a) a Competitor (provided that this limitation shall be waived with
respect to a proposed transferee if the Company determines in its reasonable
discretion that such proposed transferee does not then compete with the Company
or any entity controlled by the Company) or (b) is not a U.S. Qualified Person
at the time of assignment. In other cases, the Company shall have a right of
first offer on such assignment as follows:

                (a) First Offer.

                        (i) If the holder proposes to sell or otherwise transfer
                the Notes or any portion thereof it holds at such time
                (collectively, the "Transfer Interests") to any third party
                other than an Affiliate of such holder (other than a sale or
                transfer in connection with a Demand Registration or Piggy-Back
                Registration under the Rights Agreement), the holder is required
                to first notify the Company, by delivering to the Company a
                written notice ("Sale Notice") in accordance with section 20,
                stating the holder's bona fide intention to sell or otherwise
                transfer the Transfer Interests. The Company shall have the
                exclusive right, for a period of thirty (30) days from its
                receipt of the Sale Notice, to make an offer to purchase the
                Transfer Interests at a price to be proposed by the Company.

                        (ii) Subject to Section 24.1(c) below, if either (x) the
                Company does not deliver to the holder written notice of an
                offer to purchase the Transfer Interests ("Purchase Notice")
                within thirty (30) days after the Company's receipt of the Sale
                Notice, or (y) the holder has rejected the Company's offer, the
                holder shall be entitled to sell the Transfer Interests at a
                price which is no less than ninety percent (90%) of the last
                price offered by the Company for the Transfer Interests (the
                "Last Offer Price"), to any third party that is not an Affiliate
                of the holder at any time during the period of nine (9) months
                following the date of delivery of the Sale Notice by the holder
                to the Company, without the obligation to provide any further
                offers or notices to the Company.

                (b) Second Offer.


                                      -76-
<PAGE>

                        (i) If the holder proposes to sell or otherwise transfer
                the Transfer Interests to a third party that is not an Affiliate
                of the holder at a price that is less than ninety percent (90%)
                of the Last Offer Price (the "Proposed Sale Price"), the holder
                shall, prior to consummating such sale or transfer of the
                Transfer Interests to the third party, make an offer to the
                Company in writing and in accordance with Section 20 (the
                "Second Sale Notice"), to sell the Transfer Interests to the
                Company at the Proposed Sale Price.

                        (ii) Subject to Section 24.1(c) below, if the Company
                does not deliver to the holder written notice of acceptance of
                any offer made pursuant to Section 24.1(b)(i) within thirty (30)
                days after the Company's receipt of the Second Sale Notice, the
                Company shall be deemed to have waived its rights to purchase
                the Transfer Interests, and the holder shall be entitled to sell
                or otherwise transfer the Transfer Interests at the Proposed
                Sale Price to such unrelated third party within nine (9) months
                following the date of delivery of the Sale Notice, without the
                obligation to provide any further offers or notices to the
                Company.

                (c) If the holder proposes to sell or otherwise transfer the
Transfer Interests to a third party that is not an Affiliate of the holder at
any time after the expiry of the nine-month period referenced in Section
24.1(a)(ii) or Section 24.1(b)(ii), as the case may be, then the holder shall
again be required to comply with all the obligations and requirements contained
in Sections 24.1(a) and 24.1(b).

                (d) Payment of the Purchase Price shall be made in cash in
immediately available funds within sixty (60) days after the date (if any) that
a purchase price is agreed for the Company's purchase of the Transfer Interests.

        24.2 MINIMUM AMOUNT. The Notes may be assigned in minimum amounts of
$2,500,000 and in increments of $500,000 in excess thereof, provided that the
Holder may assign the Notes in a smaller minimum amount in connection with the
transfer of all of the remaining Notes of such Holder.

        24.3 COMPANY PRO RATA OFFER TO PURCHASE.

                (a) Notwithstanding any provision in this section 24 to the
contrary, if the Company proposes to purchase any portion of the Notes of any
Holder (the "Selling Holder") pursuant to section 24.1(a) or (b), the Company
shall provide to each holder of Notes, at least 20 days prior to the closing of
such sale, written notice, in accordance with section 20 herein, of its
intention to purchase Notes from the Selling Holder, the aggregate principal
amount of Notes proposed to be purchased from the Selling Holder, the price and
other material terms under which the sale is proposed to be made and that the
holder is entitled to sell a certain principal amount of the Notes then held by
the holder to the Company on the terms and conditions contained therein (the
"First Offer Notice").

                (b) Upon receipt of the First Offer Notice, the holder shall
have the right, exercisable upon written notice in accordance with section 20
herein to the Company (which shall provide such notice to the Selling Holder),
sent within twenty (20) days after the holder's


                                      -77-
<PAGE>

receipt of the First Offer Notice (the "Participation Notice"), to sell to the
Company an aggregate principal amount of Notes then held by the holder in an
amount no greater than:

                      A X B
                          --
                          C

where: A = the aggregate principal amount of Notes to be sold by the Selling
           Holder to the Company (the "First Offer Notes");

where: B = the aggregate principal amount of Notes then held by the holder;

where: C = the total aggregate principal of Notes then outstanding.

Any Notes sold to the Company by the holder pursuant to this section 24.3 shall
be sold at the same price and on the same terms and conditions as specified in
the First Offer Notice or any modification thereof, but in no event less
favorable than the terms and conditions of Notes sold by the Selling Holder. The
Participation Notice shall be deemed given and served on the date the Company
receives the Participation Notice. Any prepayment of Notes in accordance with
this section 24.3 shall not be subject to any Applicable Premium pursuant to
Section 8.1; provided that nothing contained herein shall be deemed to otherwise
permit the Company to initiate any discussion with respect to, or solicit, any
purchase of the Notes of any holder except in compliance with the terms of
section 8 (including, without limitation, payment of any Applicable Premium).

                (c) The Selling Holder and the Company agree that the aggregate
principal amount of First Offer Notes that the Selling Holder may sell to the
Company in the transaction will be reduced by the aggregate principal amount of
Notes necessary to permit the sale of Notes by the other holders pursuant to any
Participation Notice delivered in accordance with the provisions of section
24.3(b). The Company agrees it will not purchase and the Selling Holder agrees
that it shall not be entitled to sell to the Company any of the First Offer
Notes unless the Notes of each holder set forth in the Participation Notice are
simultaneously purchased by the Company.

                (d) If the transaction that is the subject of the First Offer
Notice delivered by the Company to the holder in accordance with section 24.3(a)
herein is terminated then the first Offer Notice and corresponding Participation
Noted shall be deemed voided.

The provisions of this section 24.3 are applicable to successive purchases of
Notes by the Company under section 24.3(a) and (b) until the Notes are paid in
full and no failure on the part of any holder to exercise any right under this
section 24.3 shall affect or impair any right of any holder of Notes under this
Agreement or any of the other Operative Documents whether upon the occurrence of
any other or any subsequent purchase by the Company or otherwise.

25.     GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL. This Agreement and,
unless explicitly provided otherwise therein, each of the other Operative
Documents, including the validity hereof and thereof and the rights and
obligations of the parties hereunder and thereunder,


                                      -78-
<PAGE>

and all amendments and supplements hereof and thereof and all waivers and
consents hereunder and thereunder, shall be construed in accordance with and
governed by the domestic substantive laws of the State of Illinois without
giving effect to any choice of law or conflicts of law provision or rule that
would cause the application of the domestic substantive laws of any other
jurisdiction. The Company, to the extent that it may lawfully do so, hereby
consents to service of process, and to be sued, in the State of Illinois and
consents to the jurisdiction of the courts of the State of Illinois and the
United States District Court for the Northern District of Illinois, as well as
to the jurisdiction of all courts to which an appeal may be taken from such
courts, for the purpose of any suit, action or other proceeding arising out of
any of its obligations hereunder or thereunder or with respect to the
transactions contemplated hereby or thereby, and expressly waives any and all
objections it may have as to venue in any such courts. The Company further
agrees that a summons and complaint commencing an action or proceeding in any of
such courts shall be properly served and shall confer personal jurisdiction if
served personally or by certified mail to it at its address set forth in section
20 or as otherwise provided under the laws of the State of Illinois.
Notwithstanding the foregoing, each of the Company agrees that nothing contained
in this section 25 shall preclude the institution of any such suit, action or
other proceeding in any jurisdiction other than the State of Illinois. THE
COMPANY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR
OTHER PROCEEDING INSTITUTED BY OR AGAINST IT IN RESPECT OF ITS OBLIGATIONS
HEREUNDER OR THEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

26.     RULE 144A. The Company will take, or will cause to be taken, such action
as any holder of Securities may reasonably request from time to time to
facilitate any sale or disposition by any such holder of any Securities without
registration under the Securities Act and/or any applicable securities laws
within the limitation of the exemptions provided by any rule or regulation
thereunder, including, without limitation, Rule 144A under the Securities Act.

27.     MISCELLANEOUS. The headings in this Agreement and in each of the other
Operative Documents are for purposes of reference only and shall not limit or
otherwise affect the meaning hereof or thereof. This Agreement (together with
the other Operative Documents) embodies the entire agreement and understanding
between you and each of the Company and supersedes all prior agreements and
understandings relating to the subject matter hereof. Each covenant contained
herein and in each of the other Operative Documents shall be construed (absent
an express provision to the contrary) as being independent of each other
covenant contained herein and therein, so that compliance with any one covenant
shall not (absent such an express contrary provision) be deemed to excuse
compliance with any other covenant. If any provision in this Agreement or in any
of the other Operative Documents refers to any action taken or to be taken by
any Person, or which such Person is prohibited from taking, such provision shall
be applicable, whether such action is taken directly or indirectly by such
Person, whether or not expressly specified in such provision. In case any
provision in this Agreement or any of the other Operative Documents shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
This Agreement and, unless explicitly provided otherwise therein, each of the
other Operative Documents, may be executed in any number of counterparts and by
the parties hereto or thereto, as the case may be, on separate counterparts but
all such counterparts shall together constitute but one and the same instrument.


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28.     CONFIDENTIAL INFORMATION.

                For the purposes of this Section 28, "Confidential Information"
means such information delivered to each holder by or on behalf of the Company
or any Subsidiary in connection with the transactions contemplated by or
otherwise pursuant to this Agreement that is proprietary in nature and that was
clearly marked or labeled or otherwise adequately identified when received by
such holder as being confidential information of the Company or such Subsidiary,
provided that such term does not include information that (i) becomes publicly
available other than as a result of a breach of this Agreement, (ii) becomes
available to any holder on a non-confidential basis from a source other than the
Company or its Subsidiaries or (iii) was available to any holder on a
non-confidential basis prior to its disclosure to such holder.

                Each holder will use reasonable efforts to maintain the
confidentiality of such Confidential Information in accordance with procedures
adopted by such holder in good faith to protect confidential information of
third parties delivered to such holder; provided that such holder may deliver or
disclose Confidential Information to (i) each holder's directors, trustees,
officers, employees, agents, attorneys and affiliates (to the extent such
disclosure reasonably relates to the administration of the investment
represented by such holder's Notes), (ii) each holder's financial advisors and
other professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this Section 28, (iii)
any other holder, (iv) any Person to which any holder sells or offers to sell
its Notes or any part thereof or any participation therein (if such Person has
agreed in writing prior to its receipt of such Confidential Information to be
bound by the provisions of this Section 28), (v) any Person from whom any holder
offers to purchase any security of the Company (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 28), (vi) any federal or state regulatory authority
having jurisdiction over any holder, (vii) the National Association of Insurance
Commissioners or any similar organization, or any nationally recognized rating
agency that requires access to information about such holder's investment
portfolio, (viii) each holder's investors or fund participants in the ordinary
course, (ix) any other Person to which such delivery or disclosure may be
necessary or appropriate (w) to effect compliance with any law, rule, regulation
or order applicable to such holder, (x) in response to any subpoena or other
legal process, (y) in connection with any litigation to which such holder is a
party or (z) if an Event of Default has occurred and is continuing, to the
extent such holder may reasonably determine such delivery and disclosure to be
necessary or appropriate in the enforcement or for the protection of the rights
and remedies under its Notes and the other Operative Documents. Each holder, by
its acceptance of a Note, will be deemed to have agreed to be bound by and to be
entitled to the benefits of this Section 28 as though it were a party to this
Agreement.

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                                      -80-
<PAGE>

                If you are in agreement with the foregoing, please sign the form
of agreement on the accompanying counterparts of this letter, whereupon this
letter shall become a binding agreement under seal among you and the Company.
Please then return one of such counterparts to the Company.

                                          Very truly yours,

                                          ALION SCIENCE AND TECHNOLOGY
                                          CORPORATION

                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------

The foregoing Agreement is hereby agreed to as of the date thereof.

IIT RESEARCH INSTITUTE

By:
   ----------------------------------
Name:
     --------------------------------
Title:
      -------------------------------


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