EXHIBIT 10.53
 ALION SCIENCE AND TECHNOLOGY CORPORATION  LONG-TERM INCENTIVE PLAN
 ARTICLE I: ESTABLISHMENT, PURPOSE AND DURATION
 Establishment of the Plan
 Purposes of the Plan
   Duration of the Plan
 ARTICLE II: DEFINITIONS
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(a)
    
    any Person or Group acquires stock of Alion that, together with stock held by
such Person or Group, constitutes more than 50% of the total Fair Market Value or total
voting power of the stock of Alion. However, if any Person or Group is considered to
own more than 50% of the total Fair Market Value or total voting power of the stock of
Alion, the acquisition of additional stock by the same Person or Group is not
considered to cause a Change in Control of Alion. An increase in the percentage of
stock owned by any Person or Group as a result of a transaction in which Alion acquires
its stock in exchange for property will be treated as an acquisition of stock for
purposes of this subsection. This subsection applies only when there is a transfer of
stock of Alion (or issuance of stock of Alion) and stock in Alion remains outstanding
after the transaction;(b)
    
    any Person or Group acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such Person or Group) ownership of stock
of Alion possessing 30% or more of the total voting power of the stock of Alion;(c)
    
    a majority of members of the Board is replaced during any 12-month period by
Directors whose appointment or election is not endorsed by a majority of the members of
the Board prior to the date of the appointment or election; or(d)
    
    any Person or Group acquires (or has acquired during the 12-month period ending
on the date of the most recent acquisition by such Person or Group) assets from Alion
that have a total gross fair market value equal to or more than 40% of the total gross
fair market value of all of the assets of Alion immediately prior to such acquisition
or acquisitions. For this purpose, gross fair market value means the value of the
assets of Alion, or the value of the assets being disposed of, determined without
regard to any liabilities associated with such assets. However, no Change in Control
shall be deemed to occur under this subsection (d) as a result of a transfer to:
 (i)
    
    A shareholder of Alion (immediately before the asset transfer)
in exchange for or with respect to its stock;(ii)
    
    An entity,50% or more of the total value or voting power of
which is owned, directly or indirectly, by Alion;
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(iii)
    
    A Person or Group that owns, directly or indirectly, fifty
percent (50%) or more of the total value or voting power of all the outstanding
stock of Alion; or(iv)
    
    An entity, at least 50% of the total value or voting power of
which is owned, directly or indirectly, by a person described in clause (iii)
above.
 Person Group
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ARTICLE III: PARTICIPATION
  ARTICLE IV: AWARD OPPORTUNITIES
 Setting Award Opportunities
 Earning Awards
 Award Agreement
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Vesting of Awards
 Effect of a Change in Control
 Form and Timing of Payment of Awards
 409A Compliance Provisions
 Withholding
 ARTICLE V: AMENDMENT AND TERMINATION
 Adjustment of Awards
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Amendment
 Termination
 ARTICLE VI: ADMINISTRATION
 General
 Procedure
 Limited Liability
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Effect of Committees Decision
 ARTICLE VII: MISCELLANEOUS PROVISIONS
 No Guarantee of Employment
 Indemnification of Board and Plan Committee
 Effect of the Plan
 Non-Assignability
 Company Charter and Bylaws
 No Trust or Fund Created .
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Governing Law
 IN WITNESS WHEREOF
 Alion Science and Technology CorporationBy:
    
    /s/ Bahman Atefi

Chief Executive Officer
 Attest:
    
    /s/ James C. Fontana

Secretary
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