Exhibit 10.28

                              EMPLOYMENT AGREEMENT


          AGREEMENT, dated as of January 30, 2002, by and between Acterna
     Corporation or an affiliate ("Company"), and John Ratliff ("Employee").

          WHEREAS, Employee has been employed in a critical managerial position
     with Company; and

          WHEREAS, Company and Employee wish to set forth the terms of the
     Employee's continued employment by Company;

          NOW, THEREFORE, in consideration of the mutual covenants herein
     contained, and other good and valuable consideration including but not
     limited to options to purchase common stock of the Company being granted to
     Employee in conjunction with this Agreement, the parties hereto agree as
     follows:

          1. Employment. Company hereby employs Employee, and Employee agrees to
     serve as an Employee of Company, on the terms and conditions set forth in
     this Agreement.

          2. Period of Employment. The "Period of Employment" shall be the
     period commencing on February 1, 2002 and ending on February 1, 2003;
     provided, however, that commencing on February 1, 2003 and on the first day
     of February of each year thereafter, the term of the Agreement shall
     automatically be extended for one additional year unless at least 30
     calendar days prior to any such date, Company or Employee shall have given
     notice in accordance with Section 11 hereof that such extension shall not
     occur.



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          3. Duties During the Period of Employment. During the Period of
     Employment, Employee shall serve as Corporate Vice President and CFO of the
     Company, or such other position as shall be assigned to Employee by the
     Board of Directors, and shall have such duties and responsibilities as are
     assigned to Employee by the Board of Directors of the Company commensurate
     with such position. Employee shall devote Employee's full business time,
     attention and efforts to the affairs of the Company during the Period of
     Employment, provided, however, that Employee may engage in other
     activities, such as activities involving professional, charitable,
     educational, religious and similar types of organizations, speaking
     engagements, membership on the board of directors of such other
     organizations as the Company may from time to time agree to, and similar
     types of activities, to the extent that such other activities, either
     individually or collectively, do not, in the sole and reasonable discretion
     of the Company, inhibit or prohibit the performance of Employee's duties
     under this Agreement, or conflict in any material way with the business of
     the Company and its affiliates.

          4. Current Cash Compensation. As compensation for Employee's services
     hereunder, during the Period of Employment Employee will be entitled to
     receive an annual base salary at the rate of $300,000. Employee shall also
     be entitled to participate in Company's annual bonus plan, under which he
     or she shall have an annual target bonus opportunity of 100% of Employee's
     annual rate of base salary as in effect at the beginning of the fiscal year
     for which the bonus is payable. The Company shall review Employee's annual
     rate of base salary and target annual bonus opportunity at least annually
     and, in light of such review, may, in the discretion of the Board of
     Directors of the Company, (which Board may, for these purposes and all
     other purposes of this Agreement, delegate to officers of the Company its


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     duties and discretion hereunder) increase either or both such annual base
     salary or target opportunity. Any such review of Employee's annual
     compensation shall take into account any change in Employee's
     responsibilities, increases in the cost of living, performance by the
     Employee, and other factors that the Board of Directors deems pertinent.

          5. Other Employee Benefits.

          (a) Vacation and Sick Leave. Employee shall be entitled to reasonable
     paid annual vacation periods and sick leave in accordance with Company's
     applicable vacation and sick leave policies prevailing from time to time.

          (b) Regular Reimbursed Business Expenses.

          Company shall reimburse Employee for all expenses and disbursements
     reasonably incurred by Employee in the performance of Employee's duties
     during the Period of Employment, and provide such other facilities or
     services as Company and Employee may, from time to time, agree are
     appropriate, all in accordance with Company's established policies.

          (c) Employee Benefit Plans. In addition to the cash compensation
     provided for in Section 4 hereof, Employee, subject to meeting eligibility
     provisions and to the provisions of this Agreement, shall be entitled to
     participate in Company's employee benefit plans, as presently in effect or
     as they may be modified, altered, curtailed or supplemented by Company from
     time to time.

          (d) Executive Compensation Plans.

          In addition to the cash compensation provided for in Section 4 hereof
     and the employee benefits provided for in paragraph (c) of this Section,
     Employee, subject to meeting eligibility provisions and to the provisions


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     of this Agreement, shall be entitled to participate in Company's executive
     compensation plans, as currently in effect or as they may be modified,
     altered, curtailed or supplemented by Company from time to time.

          (e) Additional Benefits.

          In addition to the cash compensation provided for in Section 4 hereof
     and participation in the employee benefit and executive compensation plans
     provided in paragraphs (c) and (d) of this Section, Employee shall be
     entitled to the additional benefits set forth in Exhibit A for the periods
     and on the terms set forth in such Exhibit A.]

          6. Termination.

          (a) Termination by Company Without Cause.

          If Company should terminate the Period of Employment without Cause as
     defined below, in addition to any other compensation and benefits payable
     as provided for hereunder, Company shall pay to Employee on the termination
     date a lump sum amount equal to (i) all accrued but unpaid base salary as
     of the termination date, plus (ii) the pro rata amount of Employee's annual
     bonus (if any) for the portion of the fiscal year preceding the termination
     date that would have been payable to Employee if Employee had been employed
     for the entire fiscal year, determined on the basis of actual performance
     achieved by the Company through the termination date and the performance
     objectives established for such fiscal year, pro rated to reflect the
     portion of the fiscal year preceding the termination date, plus (iii) a
     payment of Employee's annual base pay, at the annual rate in effect on the
     termination date for a period of months equal to 1.5 times the number of


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     years of service with the Company and its affiliates completed by Employee
     prior to Employee's termination; provided that the lump sum payment subject
     to this subsection (iii) shall not be less than twelve (12) month's base
     pay and shall not be more than eighteen (18) month's base pay, plus (iv) a
     payment equal to one years' bonus at target; provided, however, that such
     payments enumerated in subsections (ii) through (iv) above are conditioned
     on Employee's execution of Company's Severance and General Release
     Agreement in a form acceptable to Company and continued compliance with the
     other provisions of this Agreement.

          "Cause" shall mean the willful and continued failure by Employee to
     use reasonable effort to substantially perform Employee's duties with
     Company (other than any such failure resulting from incapacity due to
     physical or mental illness) after a demand for substantial performance is
     delivered to Employee by Company which specifically identifies the manner
     in which Company believes Employee has not substantially performed his
     duties; conviction of, or plea of nolo contendere to, a felony; habitual
     abuse of drugs or alcohol in the discretion of the Board of Directors;
     fraud, material dishonesty or gross misconduct in connection with the
     business of Company.

          (b) Termination by Company for Cause. If Company shall terminate the
     Period of Employment for Cause, Employee will be entitled only to be paid
     that portion of the base annual salary due and not yet paid to the Employee
     for the month in which the termination is made.

          (c) Voluntary Termination by Employee. Employee shall have the right,
     upon 60 days' prior written notice given to Company, to terminate the
     Period of Employment. If Employee should terminate the Period of


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     Employment, Employee will be entitled only to be paid that portion of the
     base annual salary otherwise payable to Employee under paragraph (a) (i) of
     Section 6 through the end of the month in which the Period of Employment is
     terminated. No additional amounts shall be payable to Employee (except as
     and to the extent otherwise required at law or under the express terms and
     conditions of any employee benefit plan in which Employee participates).

          (7) Confidential Information. Employee agrees to keep secret and
     retain in the strictest confidence all confidential matters which relate to
     Company or any affiliate of Company, including, without limitation,
     customer lists, client lists, trade secrets, pricing policies and other
     business affairs of Company and any affiliate of Company learned by
     Employee from Company or any such affiliate or otherwise before or after
     the date of this Agreement, and not to disclose any such confidential
     matter to anyone outside Company or any of its affiliates, whether during
     or after Employee's period of service with Company, except as may be
     required by a court of law, by any governmental agency having supervisory
     authority over the business of Company or by any administrative or
     legislative body (including a committee thereof) with apparent jurisdiction
     to order him or her to divulge, disclose or make accessible such
     information. Employee agrees to give Company advance written notice of any
     disclosure pursuant to the preceding sentence and to cooperate with any
     efforts by Company to limit the extent of such disclosure. Upon request by
     Company, Employee agrees to deliver promptly to Company upon termination of
     Employee's services for Company, or at any time thereafter as Company may
     request, all Company or affiliate memoranda, notes, records, reports,
     manuals, drawings, designs, computer files in any media and other documents


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     (and all copies thereof) relating to Company's or any affiliate's business
     and all property of Company or any affiliate associated therewith, which
     Employee may then possess or have under Employee's control, other than
     personal notes, diaries, rolodexes and correspondence.

          (8) Non-competition and Non-solicitation.

          (a) Without the consent in writing of the Board of Directors of the
     Company, during the period of Employee's employment with the Company and
     upon termination of Employee's employment for any reason whatsoever,
     Employee will not for a period of a minimum of twelve (12) months
     thereafter and a maximum of eighteen (18) months thereafter (the
     restrictive period being commensurate with the number of months of
     severance being paid to Employee pursuant to Section 6 (a) (iii)) (i)
     engage in, or carry on, directly or indirectly, either for himself or as a
     member of a partnership or as a stockholder, investor, officer or director
     of a corporation or as an employee, agent, associate, adviser or consultant
     of any person, partnership or corporation, any business in competition with
     the business carried on by Company or any of its affiliates or (ii) employ
     or seek to employ any person then employed by Company or any of its
     affiliates. Notwithstanding the preceding sentence, Employee shall not be
     prohibited from owning less than one percent (1%) of any publicly traded
     corporation (whether or not such corporation is in competition with Company
     or its affiliates). The competitive restrictions imposed upon Employee by
     this Section 8 shall be waived if, following a Change in Control of
     Employer, Employee is terminated by the successor employer other than for
     Cause. For purpose of this Agreement, a Change in Control shall have


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     occurred when an unaffiliated entity shall have acquired greater than a 50%
     interest in Employer.

          (b) During the period of Employee's employment with the Company and
     thereafter during the restrictive period applicable in Section 8 (a) above,
     Employee shall not directly or indirectly, for his or her own account or
     for the account of any other person anywhere in the world, solicit or
     otherwise attempt to establish any business relationship of a nature that
     is competitive with the business or relationship of the Company or any of
     its affiliates with any person throughout the world which is or was a
     customer, client or distributor of the Company or any of its affiliates at
     any time during which Employee was employed by the Company (in the case of
     any such activity during such time) or during the twelve-month period
     preceding the date of termination (in the case of any activity after the
     date of termination), other than any such solicitation on behalf of the
     Company or any of its affiliates during Employee's employment with the
     Company.

          It is the intention of the parties hereto that the restrictions
     contained in this Section be enforceable to the fullest extent permitted by
     applicable law. Therefore, to the extent any court of competent
     jurisdiction shall determine that any portion of the foregoing restrictions
     is excessive, such provision shall not be entirely void, but rather shall
     be limited or revised only to the extent necessary to make it enforceable.

          Employee confirms that all restrictions in this Section are reasonable
     and valid and hereby waives all defenses to the strict enforcement thereof
     by Company.

          9. Remedy. Should Employee engage in or perform, either directly or
     indirectly, any of the acts prohibited by Sections 7 and 8 hereof, it is
     agreed that Company shall be entitled to full injunctive relief, to be
     issued by any competent court of equity, enjoining and restraining Employee
     and each and every other person, firm organization, association, or


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     corporation concerned therein, from the continuance of such violative acts.
     The foregoing remedy available to Company shall not be deemed to limit or
     prevent the exercise by Company of any or all further rights and remedies
     which may be available to Company hereunder or at law or in equity.

          10. Governing Law. This Agreement is governed by and is to be
     construed and enforced in accordance with the laws of the State of
     Maryland, without reference to rules relating to conflicts of law. If under
     such law, any portion of this Agreement is at any time deemed to be in
     conflict with any applicable statute, rule, regulation or ordinance, such
     portion shall be deemed to be modified or altered to conform thereto or, if
     that is not possible, to be omitted from this Agreement; the invalidity of
     any such portion shall not affect the force, effect and validity of the
     remaining portion hereof.

          11. Notices. All notices under this Agreement shall be in writing and
     shall be deemed effective when delivered in person, or five (5) days after
     deposit thereof in the U.S. mails, postage prepaid, for delivery as
     registered or certified mail, addressed to the respective party at the
     address set forth below or to such other address as may hereafter be
     designated by like notice; provided that no such notice shall be required
     for the headquarters move anticipated in June 2002. Unless otherwise
     notified as set forth above, notice shall be sent to each party as follows:

          (a) Employee, to:

          To the Employee at his principal place of business

          (b) Company, to:

           Acterna Corporation
           20410 Observation Drive
           Germantown, Maryland 20876

           Attention: General Counsel

          In lieu of personal notice or notice by deposit in the U.S. mail, a
     party may give notice by confirmed telegram, telex or fax, which shall be
     effective upon receipt.


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          12. Miscellaneous.

          (a) Entire Agreement.

          This Agreement constitutes the entire understanding between Company
     and Employee relating to employment of Employee by Company and supersedes
     and cancels all prior written and oral agreements and understandings with
     respect to the subject matter of this Agreement. This Agreement may be
     amended but only by a subsequent written agreement of the parties. This
     Agreement shall be binding upon and shall inure to the benefit of Employee,
     Employee's heirs, executors, administrators and beneficiaries, and Company
     and its successors.

          Withholding Taxes. All amounts payable to Employee under this
     Agreement shall be subject to applicable withholding of income, employment
     and other taxes.



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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
     of the year and day first above written.

                                        ACTERNA CORPORATION


                                        By: /s/ John R. Peeler
                                           -------------------------------------
                                           John R. Peeler
                                           President


                                            /s/ John Ratliff
                                           -------------------------------------
                                            John Ratliff



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