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                                                                   EXHIBIT 10.17




                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 20th day of
December, 2002, by and between Alion Science and Technology Corporation, a
Delaware corporation (the "Company") and Barry S. Watson (the "Employee").

         WHEREAS, IIT Research Institute, an Illinois not-for-profit corporation
("IITRI") and Employee entered into an Employment Agreement dated December 31,
2001 (the "Prior Employment Agreement') to serve as Sector Senior Vice President
and Sector Manager for the Systems Technology Sector of IITRI effective October
1, 2000;

         WHEREAS, the Company, as of the Effective Date, acquired certain
business operations of IITRI and in connection therewith Employee and IITRI
terminated the Prior Employment Agreement immediately prior to the Effectve
Date;

         WHEREAS, the Prior Employment Agreement was terminated pursuant to a
Termination of Employment Agreement and Waiver of Payments entered into between
IITRI and the Employee dated as of December 20, 2002; and

         WHEREAS, the Company and Employee desire to enter into this new
Agreement as of the date hereof.

         NOW THEREFORE, in consideration of the foregoing recitals and mutual
promises and conditions set forth herein, and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Employee agree as follows:

         1.       EMPLOYMENT. The Employee hereby acknowledges and agrees that
he has no right to receive benefits, payments or other compensation in
connection with his employment by IITRI or the termination of the Prior
Employment Agreement. The Employee further acknowledges and agrees that this
Agreement describes the only benefits, compensation or payments due the Employee
as of the date hereof relating in any way to employment and/or termination
therefrom with the Company, IITRI, their affiliates, or the predecessors of any
of them. Upon the terms and subject to the conditions contained herein, the
Company hereby employs the Employee as Sector Senior Vice President and Sector
Manager for the Systems Technology Sector, and agrees to continue the Employee
in that position (or in any other position upon which the parties mutually
agree) during the term of this Agreement unless terminated earlier in accordance
with Sections 13 or 16 of this Agreement ("Term and Termination").

         2.       DEFINITIONS.

                  A.       "Company" means Alion Science and Technology
Corporation, its subsidiaries, affiliates, successors and assigns.


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                  B.       "Company Proprietary Information" means any
information, data, computer software, invention, design, idea, concept,
specification, formula, device, equipment, plan, process, document or material,
whether tangible or intangible (including without limitation information
relating to marketing strategies or plans, pricing policies or plans, proposals,
lists of customers or clients and any other information that, in any way
whatsoever, pertains to marketing or sales), which is a trade secret or
proprietary in nature and which: (i) belongs to or is in the possession of the
Company or any client or customer of the Company; or (ii) is learned or
developed, in whole or in part, by Employee or otherwise comes into Employee's
possession, control or knowledge in connection with, or arising out of
Employee's employment by the Company.

                  C.       "Client(s)" and/or "Customer(s)" means all entities
with whom the Company has a contract or is offering or proposing to enter into a
contract, including without limitation, federal government agencies, whether
defense or civil.

         3.       COMPENSATION.

                  A.       The Employee's initial base salary during the term of
this Agreement shall be Two Hundred Fifty Thousand Dollars and No/100 Cents
($250,000.00) per annum ("Annual Base Salary"). Notwithstanding any other
provision of this Agreement, during the term of this Agreement, the Company
shall not reduce Employee's initial base salary without the consent of both
parties. Commencing with the Company's first performance review cycle after the
effective date of employment, the Employee shall participate in the Company's
annual performance review process, at which time the Company shall review
Employee's performance and increase total annual compensation as deemed
appropriate by the Company. In addition, the Employee will be eligible to
participate in the Company's Incentive Compensation Plan for each Company fiscal
year of employment to an extent consistent with similarly placed management of
the Company, and provided that Employee is an employee in good standing of the
Company at the time of each annual performance review.

                  B.       The Employee shall also be eligible to participate in
the Company's Stock Appreciation Rights Plan and the Deferred Compensation Plan
to an extent consistent with similarly placed management of the Company;
provided, however, that both adoption of the Stock Appreciation Rights Plan and
the Deferred Compensation Plan, and Employee's participation therein, are
subject to approval by the Company's Board of Directors.

                  C.       The Company shall lease and insure, for the use and
benefit of Employee, an automobile for his or her use during the term of
employment with the Company. Any automobile lease provided and/or executed by
Company shall have a maximum monthly lease payment of one thousand dollars
($1,000).

         4.       LONG-TERM INCENTIVE PLAN. It is presently expected that the
Board of Directors of the Company will establish a long term incentive plan
subject to a maximum limitation, which may, but is not required to, include
special provisions for accelerated vesting and early payment in the event of
termination of employment by Company without Cause or by Employee for Good
Reason. The Employee shall also be eligible to participate in such long-term
incentive plan to an extent consistent with similarly placed


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management of the Company; provided, however, that adoption of such long-term
incentive plan, and Employee's participation therein, is subject to approval by
the Company's Board of Directors.

         5.       RETENTION PAYMENT. Company and Employee acknowledge that
Employee has fully vested in his or her right to receive payments under the
Retention Incentive Agreement dated September 1, 2001 entered into by IITRI and
Employee, attached as Exhibit A to this Agreement, and that such Retention
Incentive Agreement has been assigned to, and assumed by, the Company and
remains in effect in its original form and is incorporated herein by reference.

         6.       DUTIES.

                  A.       During the term of this Agreement, the Employee shall
serve as the Sector Senior Vice President and Sector Manager for the Systems
Technology Sector of the Company. The Employee shall report directly to the
Chief Executive Officer of the Company. He or she shall have such powers and
shall perform such duties as are incident and customary to his or her office.
During the term of this Agreement, the Employee shall serve in any additional
offices or positions of the Company which are pertinent and customary to his or
her office, and to which he or she may be elected or appointed by appropriate
action of the Company.

                  B.       The Employee shall devote his or her full time,
attention, skill, and energy to the performance of his or her duties under this
Agreement, and shall comply with all reasonable professional requests of the
Company; provided, however, that the Employee will be permitted to engage in and
manage personal investments (subject to the terms of Section 11 below) and to
participate in community and charitable affairs, so long as such activities do
not interfere with his or her duties under this Agreement. The Employee shall be
headquartered in the Company office currently located at 1750 Tysons Boulevard,
Suite 1300, McLean, Virginia 22102-4213.

                  C.       The Company agrees to maintain Employee's status as a
Sector Senior Vice President as long as the Employee's obligations under this
Agreement are fulfilled and subject to the continued approval by the Company's
Board of Directors.

                  D.       The Company shall not, during the Term of this
Agreement, demote the Employee or reduce his or her responsibilities as set
forth in this Section 6, or otherwise reduce his or her stature in the Company
except as authorized under this Agreement.

                  E.       Employee shall conduct all assigned duties in
compliance with the Alion Science and Technology Corporation Code of Ethics,
Conduct, and Responsibility and all other Company policies and procedures then
in effect, and shall acknowledge and execute all documents necessary to comply
and/or evidence compliance with such codes, policies and procedures.

                  F.       The Company shall maintain in force, at all times
during the term of this Agreement, Directors and Officers Liability insurance
that covers Employee against all legal liabilities that may arise and are
incurred in the good faith performance of duties as a member of the Company's
management.


                                      -3-
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         7.       VACATION, HOLIDAYS, AND SICK LEAVE. The Employee shall be
entitled to paid vacations, holidays, and sick leave in accordance with the
Company's policies, as in effect from time to time.

         8.       EXPENSES. The Company shall reimburse the Employee for all
reasonable business-related expenses incurred in connection with his or her
duties on behalf of the Company in a manner consistent with current Company
policies and procedures.

         9.       FRINGE BENEFITS. During the term of this Agreement, the
Employee shall be entitled to participate in any and all fringe benefit plans,
programs and practices sponsored by the Company for the benefit of its
employees, under the normal conditions for all such employees (including
contributions, if any, by Employee, to the cost of such plans if contributions
by the employee is normal) and shall be furnished with other services and
perquisites appropriate to his or her position, including without limitation
life insurance, health insurance, vision insurance, dental insurance, and
disability insurance.

         10.      NONDISCLOSURE OF PROPRIETARY COMPANY INFORMATION. During the
term of this Agreement and for a period of two (2) years thereafter, Employee
agrees: (a) to treat all Company Proprietary Information in a secret and
confidential manner, take all reasonable steps to maintain such secrecy, and
comply with all applicable procedures established by the Company with respect to
maintaining the secrecy and confidentiality of Company Proprietary Information;
(b) to use Company Proprietary Information only as necessary and proper in the
performance of Employee's duties as an employee of the Company; and (c) except
as required in this Section, to not directly or indirectly, without the written
consent of the Company, reproduce, copy, disseminate, publish, disclose, provide
or otherwise make available to any person, firm, corporation, agency or other
entity, any Company Proprietary Information. Under no circumstances shall
Employee use, directly or indirectly, any such Company Proprietary Information
for his or her personal gain or profit.

         11.      NON-COMPETITION; NON-SOLICITATION. Employee acknowledges and
recognizes the highly competitive nature of the business of Alion and Alion's
subsidiaries and accordingly agrees as follows:

                  A.       During the Term and the Restricted Period (as defined
in Section 11.G), Employee will not knowingly (after due inquiry), whether on
Employee's own behalf or on behalf of or in conjunction with any person,
company, business entity or other organization whatsoever, directly or
indirectly solicit or assist in soliciting in competition with Alion, the
business of any customer or prospective customer of Alion of which Employee is
aware at the time of such termination.

                  B.       During the Restricted Period, Employee will not
directly or indirectly: (i) engage in any services either individually or on
behalf of any person that compete with any material business of Alion or Alion's
subsidiaries as conducted at the time Employee ceases to be employed by Alion
(including, without limitation, businesses which Alion or Alion's subsidiaries
had at such time specific plans to conduct in the future and as to which plans
Employee is aware at the time Employee ceases to be employed by Alion) in the
United States (a "Competitive Business"); (ii) acquire a financial interest in,
or otherwise become actively involved with, any Competitive Business, directly
or indirectly, as an individual,


                                      -4-
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partner, shareholder, officer, director, principal, agent, trustee or
consultant, except to the extent that such financial interest is a component of
compensation or benefits payable pursuant to subsequent employment not otherwise
prohibited by this Agreement; or (iii) interfere with, or attempt to interfere
with, business relationships formed at or prior to the time Employee ceases to
be employed by Alion between Alion or any of Alion's subsidiaries and customers,
clients, suppliers of Alion or Alion's subsidiaries, as to which Employee is
aware at the time he ceases to be employed by Alion.

                  C.       Notwithstanding anything to the contrary in this
Agreement, Employee may, directly or indirectly own, solely as an investment,
securities of any person engaged in the business of Alion or Alion's
subsidiaries which are publicly traded on a national or regional stock exchange
or on the over-the-counter market, or for which such person is required to file
annual and quarterly reports with the U.S. Securities and Exchange Commission in
accordance with the Securities Exchange Act of 1934, as amended, if Employee:
(i) is not a controlling person of, or a member of a group which controls, such
person; and (ii) does not, directly or indirectly, own five percent (5%) or more
of any class of securities of such person.

                  D.       During the Restricted Period, Employee will not,
whether on Employee's own behalf or on behalf of or in conjunction with any
person, company, business entity or other organization whatsoever, directly or
indirectly: (i) solicit or encourage any employee of Alion or any of Alion's
affiliates to leave the employment of Alion or such affiliate, provided that
such employee was employed (or had an offer of employment) with Alion at the
time Employee ceases to be employed by Alion; (ii) without Alion's written
permission, hire any such employee who was employed by Alion or Alion's
affiliates as of the effective date of Employee's termination of employment with
Alion or who left employment with Alion or Alion's affiliates coincident with,
or within three (3) months prior to or after, the termination of Employee's
employment with Alion; or (iii) encourage to cease to work with Alion or Alion's
affiliates any consultant then under contract with Alion or Alion's affiliates.

                  E.       It is expressly understood and agreed that although
Employee and Alion consider the restrictions contained in this Section 11.E to
be reasonable, if a final judicial determination is made by a court of competent
jurisdiction that the time or territory or any other restriction contained in
this letter agreement is an unenforceable restriction against you, the
provisions of this Agreement will not be rendered void but will be deemed
amended to apply as to such maximum time and territory and to such maximum
extent as such court may judicially determine or indicate to be enforceable.
Alternatively, if any court of competent jurisdiction finds that any restriction
contained in this letter agreement is unenforceable, and such restriction cannot
be amended so as to make it enforceable, such finding will not affect the
enforceability of any of the other restrictions contained herein.

                  F.       Throughout the Restricted Period, the Company shall
continue to furnish to Employee the pre-selected health, dental, vision,
disability and life insurance coverage through the Company's insured welfare
benefit plans and policies, and shall pay the employer's contribution for such
coverages.


                                      -5-
<PAGE>


                  G.       "Restricted Period" shall mean, following the date of
Employee's termination of Employment with Alion, the greater of: (i) the
unexpired term of this Agreement, up to a maximum of two (2) years; or (ii) one
year.

         12.      REASONABLE RESTRICTIONS. Employee understands that the
provisions of this Section 12 may limit Employee's ability to earn a livelihood
in a business competitive with the business of Alion and its subsidiaries but
nevertheless Employee agrees and hereby acknowledges that: (i) such provisions
do not impose a greater restraint than is necessary to protect the goodwill or
other business interests of Alion and its subsidiaries; (ii) such provisions
contain reasonable limitations as to time and scope of activity to be
restrained; (iii) such provisions are not harmful to the general public; (iv)
such provisions are not unduly burdensome to you; and (v) the consideration
provided hereunder is sufficient to compensate Employee for the restrictions
contained in such provisions. In consideration thereof and in light of
Employee's education, skills and abilities, Employee agrees that Employee will
not assert in any forum that such provisions prevents Employee from earning a
living.

         13.      TERM AND TERMINATION.

                  A.       Term. Unless terminated or extended in accordance
with the provisions hereof, the term of this agreement shall commence on the
Effective Date and end on the fifth anniversary of the Effective Date ("the
Original Term"). The Original Term of this Agreement shall automatically renew
for successive one-year intervals ("Renewal Term") unless, not later than six
(6) months prior to the expiration of the Original Term or any Renewal Term,
Alion provides written notice to Employee of its intent to not renew the
Agreement.

                  B.       Termination for Cause. Upon the issue of a written
notice of termination, the Company may terminate this Agreement for Cause and
all obligations of the Company to Employee shall cease on the date of
termination. For purposes of this Agreement, "Cause" is defined as the
occurrence of one of the following: (a) the Employee's breach of any material
provision of this Agreement; (b) any act, failure to act, series of acts or
failures to act, or course of conduct of Employee constituting reckless,
willful, or criminal misconduct in the performance of duties specified in this
Agreement; (c) any failure to perform, or gross negligence or incompetence in
the performance of, the duties specified in this Agreement; or (d) the
Employee's commission of a crime involving conversion, misappropriation,
larceny, theft, fraud, dishonesty, embezzlement, moral turpitude or any other
felony, regardless of whether such crime involves the Company. Following an
initial determination by the Chief Executive Officer that Cause exists, the
Chief Executive Officer shall provide Employee with written notice of the
details of the alleged Cause and opportunity to a hearing before the Board of
Directors to contest the validity of the initial determination. The Chief
Executive Officer, with the concurrence of the Board of Directors, shall
thereafter make a final determination as to whether Cause exists.

                  C.       Termination Without Cause. The Company may terminate
Employee's employment hereunder without cause, for any reason or no reason, by
delivering to Employee written notice of the Board's intent to terminate. If the
Company terminates Employee's employment without


                                      -6-
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cause during the term of this Agreement, the Company shall make a lump-sum
severance payment to Employee equal to the greater of: (i) the amount of
Employee's Annual Base Salary as of the effective date of such termination over
the unexpired Term of this Agreement up to a maximum of two (2) years; or (ii)
an amount equal to one (1) year of Employee's current Annual Base Salary. In
addition, Employee shall enjoy continued entitlement to such other accrued or
earned and vested benefits provided under the Company's successor or assigns'
plans, programs, policies and practices as of the effective date of termination
without cause. Employee shall have no further rights under this Agreement to
future compensation or benefits, including payments under the Company's
Incentive Compensation Plan, Stock Appreciation Rights Plan and any long-term
incentive plan (if established by the Alion Board of Directors), except to
extent provided for in such plans or to the extent provided for in Section 11.F
of this Agreement.

                  D.       Voluntary Termination. Any resignation from
employment submitted by Employee to the Company, regardless of the reason for
such resignation, shall be deemed a Voluntary Termination. Employee shall give
the Company not less than thirty (30) days notice prior to the effective date of
a Voluntary Termination.

                  E.       Payment Upon Termination for Cause or Voluntary
Termination. In the event of any Termination for Cause or Voluntary Termination,
the Company shall have no further obligations to Employee under this Agreement,
including without limitation payment of future compensation or benefits;
provided, however, that termination for Cause shall not affect the Company's
obligations to pay Employee any salary and expense reimbursement, and provide
any benefits, accrued and unpaid by the Company as of the effective date of
termination.

                  F.       Death or Total Disability. In the event of Employee's
death or total disability (as defined in the Company's long term disability
insurance plan), Employee's employment under this Agreement shall terminate
immediately. If terminated due to Employee's death, the Company shall pay to
Employee's heir or personal representatives, as the case may be, six (6) monthly
payments, each equal to one-twelfth (1/12) of Employee's then-current salary,
commencing with the first calendar month after termination. If terminated due to
Employee's total disability, the Company shall pay to Employee six (6) monthly
payments, each equal to one-twelfth (1/12) of Employee's then-current salary
less any payments under the Company's long term disability insurance plan that
Employee receives or is entitled to receive in each such month, commencing with
the first calendar month after termination.

         14.      SEVERANCE BENEFITS.

                  A.       If eligibility for severance benefits from the
Company's successor or assign (or any of its respective affiliates) is
established (pursuant to Section 16 below) (the "Severance Benefits"), the
Severance Benefits payable to Employee shall, in lieu of the benefits otherwise
payable under Section 13, consist of the following: (i) a lump sum severance
payment equal to the greater of (a) the amount of Employee's Annual Base Salary
as of the Termination Date over the unexpired Term of this Agreement up to a
maximum of two (2) years or (b) an amount equal to one (1) year of Employee's
current Annual Base Salary; and (ii) continued eligibility to participate
throughout the Severance Period in the Company's successor's or assigns' insured
welfare benefit plans and policies (including, without limitation, health,


                                      -7-
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dental, vision, disability and term life insurance benefits) at the same level
of employee cost and at the same level of coverage provided to Employee as of
the Termination Date, it being understood that the Company's successor or assign
has and reserves the right to amend, modify or replace such plans or policies to
provide substantially similar insured coverage during the Severance Period. For
purposes of the Company's successor or assigns welfare benefit plans and
policies subject to the Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended ("COBRA"), Employee's "qualifying event" for COBRA purposes shall be
the Termination Date.

                  B.       Employee shall enjoy continued entitlement to such
other accrued or earned and vested benefits provided under the Company's
successor or assigns' plans, programs, policies and practices as of the
Termination Date.

                  C.       It is expressly understood by both parties that under
no circumstances is the Company responsible for the payment of Severance
Benefits.

         15.      SEVERANCE PERIOD. The Severance Period shall begin on the
effective date of termination of Employee's employment under the conditions
specified in Section 16, and end on the last day of the twenty-four (24) month
period beginning on the Termination Date.

         16.      ELIGIBILITY FOR SEVERANCE BENEFITS. If Employee terminates
employment (other than on account of circumstances described in Section 17
below) with any successor or assign (or any of their respective affiliates) of
the Company at any time during the twenty-four (24) month period beginning on
the effective date of a Change in Control (the "Protection Period"), he shall be
entitled to the Severance Benefits described in Sections 14, 15 and 16 as
follows. If during the Protection Period, Employee terminates his employment for
Good Reason (as defined below) by delivering to the successor or assign of the
Company (or its respective affiliate), as applicable, each no later than thirty
(30) days after learning of the occurrence of an event constituting Good Reason:
(i) a Preliminary Notice of Good Reason (as defined below); and (ii) a Notice of
Termination (as defined below); Employee shall have the right, in his sole and
reasonable discretion, to commence Severance Benefits. Any termination of
Employee's employment that qualifies for Severance Benefits under Sections 14,
15 and 16 of this Agreement shall supersede and take precedence over the
provisions of Section 13. For purposes of this Agreement, the following terms
shall have the respective meanings:

                  A.       "Good Reason" shall only result upon the occurrence,
without Employee's prior written consent, of one or more of the following
events, as determined by Employee in good faith, during the Protection Period:
(i) Employee's authority or responsibility has materially diminished as compared
to Employee's authority and responsibility in effect immediately prior to a
Change in Control; (ii) Employee has been assigned duties inconsistent with his
position, responsibility and status with the Company immediately prior to the
Protection Period; (iii) there has been an adverse change in Employee's title or
office as in effect immediately prior to the Protection Period; (iv) Employee's
base pay or incentive compensation has been reduced; or (v) Employee's principal
work location is more than ten (10) miles away from the principal work location
as immediately prior to the Protection Period; provided, however, that "Good
Reason" shall not include (x) acts not taken in bad faith that are cured by the
Company's


                                      -8-
<PAGE>


successor or assign in all respects, including without limitation restoration of
all back pay and incentive compensation through the Termination Date, not later
than thirty (30) days from the date of receipt by the successor or assign of the
Company (or its respective affiliate), as applicable, of a written notice from
Employee identifying in reasonable detail the act or acts constituting "Good
Reason" (a "Preliminary Notice of Good Reason"), or (y) acts for which Employee
does not provide a Preliminary Notice of Good Reason within thirty (30) days of
learning of the occurrence of the event constituting Good Reason.

                  B.       "Notice of Termination" shall mean a notice that
indicates the specific termination provision relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Employee's employment under the provision so indicated.

                  C.       "Termination Date" shall mean the date specified in
the Notice of Termination for termination of Employee's employment under this
Agreement.

         17.      INELIGIBILITY FOR SEVERANCE BENEFITS. Notwithstanding any
other provision under this Agreement, Employee shall not be entitled to receive
Severance Benefits in the event that: (i) the Company's successor or assign (or
any of its respective affiliates) terminates Employee's employment for Cause (as
defined in Section 13.B); (ii) Employee dies (in which case the terms of Section
13.F shall apply); (iii) Employee is determined to be totally and permanently
disabled (in which case the terms of Section 13.F shall apply); (iv) the
Company's successor or assign (or any of its respective affiliates) terminates
Employee's employment without cause (in which case the terms of Section 13.C
shall apply); or (v) Employee resigns other than for Good Reason (in which case
Sections 13.D and 13.E apply). In any such event, Employee, in addition to any
benefits payable in accordance with this Agreement, shall be entitled only to
his salary and benefits accrued or earned and vested under other plans,
programs, policies, practices and coverages of the Company's successor or assign
(or any of its respective affiliates).

         18.      RETURN OF COMPANY INFORMATION. Immediately upon termination of
employment under this Agreement, the Employee shall promptly deliver to the
Company all documents, software, and other tangible information in the
possession or control of Employee and that relate to, are connected with, or
arise out of Employee's employment by the Company, including without limitation
all Company Proprietary Information.

         19.      NOTICE OF SUBSEQUENT EMPLOYMENT. For a period of one (1) year
after termination of employment under this Agreement, the Employee agrees to
notify the Company of the name and address of each employer with whom Employee
accepts employment. The Employee further authorizes the Company to contact any
such employer during the one-year period for the limited purpose of making the
employer aware of this Agreement and protecting the Company's rights under this
Agreement.

         20.      CHANGE IN CONTROL. For the purposes of this Agreement, a
"Change of Control" shall mean and shall be effective upon the closing date of:
(i) the dissolution or liquidation of the Company; (ii) the merger or
consolidation of the Company with any other corporation, foundation, association
or other entity; (iii) the amendment of the Company's corporate documents to
grant a party other than the


                                      -9-
<PAGE>


Company's Employee Stock Ownership Plan, the right to designate, elect or remove
a majority of the Company's voting directors; or (iv) the transfer to another
corporation, foundation, association or other entity in a sale, lease, exchange
or other similar transfer (in a single transaction or in a series of related
transactions) of all or substantially all of the assets of the Company.

         21.      TERMINATION OF ALL OTHER AGREEMENTS. Except as otherwise
provided herein, Employee acknowledges and agrees that the Company has no
obligations or responsibility to Employee under any previous agreements or
understandings, whether oral or written, that Employee may have had or entered
into with Employee's previous employers, including without limitation any
arrangements for compensation, bonus, or stock appreciation rights. In this
connection, Employee acknowledges that he has entered into a Termination of
Employment and Waiver of Payments Agreement with IITRI, dated as of December 20,
2002, releasing and waiving any obligations that IITRI would otherwise have in
respect of Employee.

         22.      REMEDIES.

                  A.       The parties agree and acknowledge that the Company
will be irreparably injured by the breach of any material provision of this
Agreement, including without limitation Sections 10, 11, and 18, and that money
damages alone may not be an appropriate measure of the harm to the Company from
such continuing breach. Thus, the parties further agree that equitable relief,
including specific performance of these provisions by injunction, is an
appropriate remedy for breach of these provisions in addition to money damages,
if applicable.

                  B.       The existence of any claim or cause of action that
Employee or any such other person or entity may have against the Company shall
not constitute a defense or bar to the enforcement of any action under the
covenants set forth in this Agreement. If the Company must resort to legal
proceedings to enforce any covenant which has a fixed term, then such term shall
be extended for a period of time equal to the period during which a breach of
such covenant was occurring, beginning on the date of a final order of a court
or other tribunal (without right of appeal) holding that such a breach occurred
or, if later, the last day of the original fixed term of such covenant.

         23.      INDEMNIFICATION. Company shall indemnify, defend, hold and
save Employee, his heirs, administrators or executors harmless from any and all
actions and causes of actions, claims, demands, liabilities, losses, costs,
damages or expenses of whatsoever kind of nature, including judgments, interest
and attorney's fees, that Employee, his heirs, administrators or executors may
sustain or incur subsequent to the date of this Agreement or become subject to
by reason of any claim or claims, resulting from Employee's execution of the
terms and conditions of this Agreement, except for Employee's fraudulent or
criminal acts or omissions or gross negligence except as prohibited by
applicable law.

         24.      MISCELLANEOUS.

                  A.       Any notices required by this Agreement shall: (i) be
delivered by messenger or made in writing and mailed by certified mail, return
receipt requested, with adequate postage prepaid; (ii) be deemed given when so
delivered or mailed; and (iii) in the case of the Company, be delivered or
mailed to its office at 1750 Tysons Boulevard, Suite 1300, McLean, Virginia
22102-4213, Attn: General


                                      -10-
<PAGE>


Counsel, or in the case of the Employee, be mailed to the last address that the
Employee has given to the Company.

                  B.       The obligations and duties of the Employee under this
Agreement are personal and not assignable. This Agreement shall be binding upon
and inure to the benefit of, the parties, their successors, assigns, personal
representatives, distributes, heirs, and legatees.

                  C.       If any dispute arises under this Agreement, such
dispute shall be referred to a panel of three (3) arbitrators for resolution.
The three-arbitrator panel shall be selected as follows: the Company will
designate one arbitrator, the Employee will designate one arbitrator, and the
two designees will mutually select the third. The American Arbitration
Association's Voluntary Labor Arbitration Rules shall govern procedures for the
arbitration, unless the three arbitrators unanimously agree to adopt a different
rule or rules. The arbitration shall occur in the the City of McLean, Virginia.
Notwithstanding the foregoing, and specifically in the event of a dispute over
the Employee's termination by the Company, Employee may, at his or her option,
elect to have a court rather than an arbitrator resolve the dispute.

                  D.       If any term or provision of this Agreement is held to
be illegal or invalid, such illegality or invalidity shall not affect the
remaining terms or provisions hereof, and each such remaining term and provision
of this Agreement shall be enforced to the fullest extent permitted by law. If
any covenant is determined to be unenforceable in equity because of its scope,
duration, geographic area, or similar factor, the court or arbitrator making
such determination shall have the power to reduce or limit such scope, duration,
area, or other factor and such covenant shall then be enforceable in equity in
its reduced or limited form.

                  E.       This Agreement may be altered, amended or modified
only by written agreement signed by both the Employee and the Company. No oral
modification of this Agreement, or of any part of this Agreement including this
paragraph, shall have any force or effect. No waiver by either of such parties
of their rights under this Agreement shall be deemed to constitute a waiver with
respect to any subsequent occurrences or transactions hereunder unless such
waiver specifically states that it is to be construed as a continuing waiver.

                  F.       In any action or claim brought by either party
against the other under or pursuant to this Agreement, the substantially
prevailing party shall be entitled to an award of all actual attorney's fees,
costs and expenses incurred by the substantially prevailing party.

                  G.       This Agreement contains the entire understanding
between the parties and supersedes any prior written or oral agreement(s)
between the Company and Employee relating to the subject matter contained
herein. This Agreement shall not be modified or waived except by written
instrument signed by the parties.


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<PAGE>


                  H.       This Agreement shall be governed by, construed and
enforced in accordance with the laws of the Commonwealth of Virginia.


ALION SCIENCE AND TECHNOLOGY              EMPLOYEE
CORPORATION


/s/ BAHMAN ATEFI                          /s/ Barry Watson
-------------------------------           -----------------------------------
Signature                                 Signature


Chief Executive Officer                   /s/ Barry S. Watson
-------------------------------           -----------------------------------
Name and Title                            Name












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<PAGE>


                                    EXHIBIT A

                          RETENTION INCENTIVE AGREEMENT

















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