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Exhibit 4.10 NINTH AMENDMENT TO
ALION SCIENCE AND TECHNOLOGY CORPORATION
EMPLOYEE OWNERSHIP, SAVINGS AND INVESTMENT PLAN WHEREAS, Alion Science and Technology Corporation (the Company)
maintains an Employee Ownership, Savings and Investment Plan for the benefit of
its Employees and the Employees of any other Adopting Employer, which Plan was
last restated as of December 19, 2001 (the Plan) and has been amended eight
times since that date; and WHEREAS, under Section 15.1 of the Plan, the Company reserved the right to
amend the Plan at any time, in whole or in part, by action of its Board of
Directors; and WHEREAS, the Board of Directors of the Company, pursuant to Section 15.1
of the Plan, has delegated authority to amend the Plan to the undersigned
officer, provided he determines that the amendment would not materially
increase costs of the Plan to the Company or any Adopting Employer; and WHEREAS, the undersigned officer has determined that this Ninth Amendment
would not materially increase costs of the Plan to the Company or any Adopting
Employer; NOW THEREFORE, pursuant to the powers of amendment reserved under Section
15.1 of the Plan, the Plan is hereby amended by the Company, effective July 1,
2004, unless otherwise provided, as follows: ARTICLE VIII Section 8.1(a)  As amended, further amended by adding at
the end thereof the following new sentence:  In addition, effective July 1, 2004, subject to the terms and
conditions prescribed in Section 8.3, a Participant who has
attained at least age fifty-nine and one-half (591⁄2) may elect
to withdraw all or a portion of his or her Non-ESOP ITSC Elective
Deferral Account (as described in Exhibit B). Section 8.3(b)  Effective January 1, 2004, amended by
striking the last sentence and substituting in lieu thereof the following new
sentence:  An in-service withdrawal from the Participants




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ESOP Account shall be valued based on the Current Market
Value of Common Stock as of the Valuation Date coinciding with or
immediately preceding the withdrawal; provided, however, that the
ESOP Committee may order an interim valuation performed as of any
date (including retroactively), which valuation shall be used. ARTICLE IX Section 9.1(b)  Effective January 1, 2003, as amended,
further amended by striking the third sentence and substituting in lieu thereof
the following new sentence:  Distributions shall comply with the final regulations in Treas.
Regs. §§ 1.401(a)(9)-1 through 1.401(a)(9)-9 and with any other
provisions reflecting Section 401(a)(9) of the Code that are
prescribed by the IRS in revenue rulings, notices and other
guidance published in the Internal Revenue Bulletin. Section 9.2(f)  Effective January 1, 2004, amended by
striking the last sentence and substituting in lieu thereof the following new
sentences:  Notwithstanding the preceding sentences of this Section 9.2(f) or
any other contrary provisions in the Plan, for distributions after
December 31, 2003, a Participant who has attained age seventy and
one-half (701⁄2) and is subject to the mandatory distribution
requirements of Section 401(a)(9) of the Code shall no longer be
required to receive a lump sum distribution of his or her entire
Account at the time distributions must commence (and of additional
allocated amounts at such later times as mandatory distributions
are required to comply with Section 401(a)(9) of the Code).
Instead, subject to Section 9.1(b), distributions after December
31, 2003 shall commence (or be made) to such Participants at the
time distributions must commence (or be made) to comply with
Section 401(a)(9) of the Code, and the amount distributed to such
Participants for each calendar year is not required to be greater
than the minimum amount necessary to comply with Section 401(a)(9)
of the Code. Section 9.14(d)  Effective October 1, 2003, amended by
adding at the end thereof the following new sentence: 2




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Notwithstanding anything in this Plan to the contrary, effective
October 1, 2003, if Company Stock is distributed from the Trust to
a Participant who directs that the Company Stock be distributed to
his individual retirement arrangement in a direct rollover, then
the Company shall repurchase the Company Stock immediately upon
the distribution of the Company Stock to the Participants
individual retirement arrangement. 3




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ARTICLE X Sections 10.2 through 10.10  Amended by striking the same
in its entirety and substituting in lieu thereof the following:  10.2 Written Loan Policy. The ESOP Committee in authorizing a loan to be made to a
Participant shall determine all terms of the loan, such as the
amount and method of repayment, the repayment period of the loan,
the rate of interest to be paid on such loan and the security for
the loan. The ESOP Committee shall set forth in writing the rules
and regulations with respect to Participant loans which are to
provide, at a minimum, the following: (a) the identity of the
person or position authorized to administer the loan program; (b)
a procedure for applying for loans; (c) the basis on which loans
will be approved or denied; (d) limitations (if any) on the types
and amount of loans offered; (e) the procedure for determining a
reasonable rate of interest; (f) the types of collateral which may
secure a loan; and (g) the events constituting default and the
steps that will be taken to preserve Plan assets in the event of a
default.  10.3 Maximum Amount of Loan. No loan in excess of fifty percent (50%) of the
Participants Available Loan Amount will be permitted. In
addition, limits imposed by the Code and any other requirements of
applicable statute or regulation will be applied. Under the
current requirements of the Code, a loan cannot exceed the lesser
of one-half (1⁄2) of the value of the Participants Available
Loan Amount or fifty thousand dollars ($50,000) reduced by the
excess of (a) the highest outstanding balance of loans by that
Participant from the Plan during the one (1) year period ending on
the day before the date on which such loan was made, over (b) the
outstanding balance of that Participants loans from the Plan on
the date on which such loan was made. For purposes of the above
limitations, all loans from all plans of the Employer or one of
the Adopting Employers, and other members of a group of employers
described in Section 414(b), (c), (m) and (o) of the Code, are
aggregated. 4




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10.4 Repayment Schedule. Unless the loan is used to acquire any dwelling unit which
within a reasonable time is to be used (determined at the time the
loan is made) as the principal residence of the Participant, the
loan, under its terms, must be repaid within five (5) years. All
repayments shall be made through payroll deductions in accordance
with the loan agreement executed at the time the loan is made,
except as otherwise provided by the ESOP Committee. The repayment
schedule shall provide for substantially level amortization of the
loan. Loan repayments will be suspended under this Plan as
permitted under Section 414(u) of the Code and as required to
comply with an order issued in a bankruptcy proceeding.  10.5 Interest Rate. A loan pursuant to this ARTICLE shall bear a reasonable rate
of interest that provides a return commensurate with the
prevailing interest rate charged on similar loans by persons in
the business of lending money.  10.6 Security for Loans. A loan shall be adequately secured with the value and
liquidity of the security being such that it may reasonably be
anticipated that loss of principal or interest by the Plan will
not result from the loan due date to the actual date of
enforcement of the security interest in the event of a default.
Each loan shall be secured by any security that the ESOP Committee
may in its sole discretion require of the Participant, including
the Participants Available Loan Amount, as long as the Trustee is
willing to accept said security. No more than fifty percent (50%)
of a Participants Available Loan Amount may be used as security
for the outstanding balance of all Plan loans made to that
Participant. The requirement in the preceding sentence must be
satisfied immediately after the origination of each Participant
loan secured in whole or in part by any portion of the
Participants Available Loan Amount. 5




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In General  Any provision of the amended and restated Plan, as
amended, inconsistent with the foregoing changes is
hereby amended to be consistent herewith. IN WITNESS WHEREOF, Alion Science and Technology Corporation has caused
this Ninth Amendment to the Plan to be executed on its behalf by its duly
authorized officer on this 28th day of May, 2004. ALION SCIENCE AND TECHNOLOGY
CORPORATIONBy:
    /s/ Bahman AtefiTitle:
    Chairman and CEO(Seal) 6