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                                                                   EXHIBIT 10.14

                              EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement') is entered into this 20th day
of December, 2002 (the "Effective Date") by and between Alion Science and
Technology Corporation, a Delaware corporation ("Alion"), and Bahman Atefi of
McLean, Virginia ("Atefi").

         WHEREAS, IIT Research Institute, an Illinois not for profit corporation
("IITRI"), and Atefi entered into an Employment Agreement dated December 5, 2001
(the "Prior Employment Agreement') to serve as President and Chief Executive
Officer of IITRI;

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

         WHEREAS, Alion and Atefi 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, Alion and Atefi agree
as follows:

         1. APPOINTMENT OF ATEFI AS CHIEF EXECUTIVE OFFICER. Upon the terms and
subject to the conditions contained herein, Alion hereby appoints and employs
Atefi to serve as the Chief Executive Officer of Alion, and Atefi hereby accepts
such appointment and employment. Atefi shall provide services hereunder in
accordance with the goals, policies, supervision and direction of Alion's Board
of Directors (the "Board") and Chairman of the Board ("Chairman").

         2. COMMITMENT AND DUTIES. Atefi agrees to faithfully, industriously,
and with maximum application of his experience, ability and talent, devote his
full working time, attention


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and energy to performing his duties as Alion's Chief Executive Officer and such
other duties as the Board or Chairman may from time to time assign.

         Atefi shall be responsible for making the day to day operational
decisions for Alion. Atefi shall supervise and direct the other officers (except
for the Chairman) and employees of Alion.

         Atefi shall not, without the prior written permission of the Chairman,
render services of any professional nature to or for any person or firm for
remuneration other than Alion and shall absolutely not engage in any activity
that may be competitive with and adverse to the best interest of Alion. The
making of passive and personal investments and the conduct of private business
affairs shall not be prohibited hereunder.

         3. TERM OF APPOINTMENT. Unless terminated or extended in accordance
with the provisions hereof, the term of this Agreement and of Atefi's
appointment hereunder 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 (each
a "Renewal Term") unless, not later than six (6) months prior to the expiration
of the Original Term or any Renewal Term, Alion provides notice to Atefi of its
intent to not renew the Agreement.

         4. ANNUAL BASE SALARY. As of the Effective Date, during Atefi's
employment hereunder, and for all services rendered and all covenants made
hereunder, Alion shall pay Atefi an annual base salary of $375,000 ("Annual Base
Salary"), payable in equal biweekly installments. Atefi's Annual Base Salary
shall be reviewed annually by the Board and may be increased at the sole
discretion of the Board. Such annual salary review will be in conjunction with a
review by the Board or a committee of the Board of Atefi's performance.


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         5. INCENTIVE COMPENSATION.

                  a. ANNUAL INCENTIVE COMPENSATION. For each Alion fiscal year
         during Atefi's employment hereunder, Alion shall pay Atefi incentive
         compensation as set forth on Exhibit A attached hereto and incorporated
         herein by reference ( "Incentive Compensation").

                  Within thirty (30) days of the end of each fiscal year
         starting with the fiscal year ending [September 30, 2003], Alion shall
         estimate the Incentive Compensation due to Atefi for such fiscal year
         in accordance with Exhibit A based on Alion's annual internal financial
         statements (the "Estimated Incentive Compensation") and deliver notice
         of such amount to Atefi. Within forty-five (45) days following the date
         of such notice Alion shall pay the Estimated Incentive Compensation to
         Atefi.

                  Upon receipt of Alion's audited financial statements for the
         applicable fiscal year, the actual Incentive Compensation due to Atefi
         in accordance with Exhibit A shall be calculated based on such audited
         financial statements (the "Actual Incentive Compensation"). Within
         thirty (30) days of receipt of the audited financial statements, Alion
         shall compare the Estimated Incentive Compensation to the Actual
         Incentive Compensation and provide notice of any difference to Atefi.
         To the extent that the Actual Incentive Compensation exceeds the
         Estimated Incentive Compensation, Alion shall pay any additional
         amounts due and owing to Atefi within fifteen (15) days of delivery of
         such notice. To the extent that the Estimated Incentive Compensation
         exceeds the Actual Incentive Compensation, Atefi shall pay any such
         difference to Alion within fifteen (15) days of delivery of such
         notice.


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                  b. SPECIAL INCENTIVE ARRANGEMENT. In connection with Alion's
         acquisition of IITRI assets as of the Effective Date, Atefi has been
         awarded a special credit in Alion's deferred compensation plan
         (described below), representing a right to have his deferred
         compensation account credited with the amounts that would be received
         if the deferred compensation plan owned for his benefit $1 million face
         amount of subordinated notes of the series issued to IITRI in
         connection with the acquisition, including without limitation all
         payment-in-kind thereon. If and to the extent that the series of
         subordinated notes are paid off prior to the scheduled redemption date,
         Atefi's deemed investment in such subordinated notes shall be
         proportionately deemed paid off and those amounts shall thereafter be
         adjusted for deemed investment experience of other deemed investment
         options made available under the terms of the deferred compensation
         plan, pending vesting and payment, in accordance with the rules set
         forth below. Additionally, as part of that same award, Atefi shall
         directly be granted warrants to acquire Alion stock, the terms of which
         are consistent with the warrants attached to the issued series of the
         referenced subordinated notes. Atefi's right to receive payment in
         respect of the deferred compensation plan credit and to exercise the
         warrants shall be forfeitable upon termination of employment, unless he
         shall remain employed continuously from the Effective Date to the
         seventh anniversary of the Effective Date at which time he shall be 50%
         vested in the deferred compensation and the warrants shall be 50%
         exercisable; the remaining portion of the deferred compensation and
         warrants shall become 100% vested and exercisable on the eighth
         anniversary of the Effective Date, subject to his employment through
         that date. Notwithstanding the foregoing, upon a termination of Atefi's
         employment by Alion without Just Cause or by Atefi with Good Reason (as


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         defined in Section 15.a. but, for this purpose only, without regard to
         whether the occurrence of one of the events is during the Protection
         Period), the deferred compensation plan credits and the rights to
         exercise or put the warrants (in accordance with the applicable Warrant
         Agreement) shall vest immediately on a pro rata basis by month from the
         Effective Date through the end of the month in which such termination
         is effective.

                  C. DEFERRED COMPENSATION PLAN. Atefi will participate in
         Alion's deferred compensation plan (which will continue the deferral of
         the net amount of deferral of Atefi's accounts under IITRI's deferred
         compensation programs, determined at the time of Alion's acquisition of
         IITRI's assets. Atefi has elected to have such net amount of deferral
         (that is, the net deferral amount of Atefi's accounts in the Executive
         Deferred Compensation Agreement, attached as Exhibit B to this
         Agreement), and in the Retention Agreement, attached as Exhibit C to
         this Agreement, credited to the Alion deferred compensation plan and
         such net amount, up to a maximum of $1 million, shall be deemed
         invested in mezzanine notes of the type issued to IITRI in connection
         with the acquisition and to be credited with the associated warrants.
         All interest payable (12% interest) on the mezzanine notes shall be
         deemed credited to Atefi's account in the Alion deferred compensation
         plan and be deemed invested in accordance with the provisions and
         investment options of the plan. Atefi will be permitted, under rules
         provided by Alion, to elect in advance to receive compensation
         currently in lieu of an equal amount of such 12% interest credits.
         Notwithstanding the foregoing, if Alion terminated Atefi's employment
         with Just Cause or if Atefi terminates his employment with Alion
         without Good Reason (as defined in Section 15.a. but, for purposes of
         this sentence only, without


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         regard to whether the occurrence of one of the events is during the
         Protection Period), then no current payments of interest as
         compensation shall be made available and all such interest shall
         instead be credited to the Alion deferred compensation plan and paid to
         Atefi in accordance with the terms of the Alion deferred compensation
         plan.

                      Upon the later of the sixth anniversary of the Effective
         Date or the date the mezzanine noteholders have the right to receive
         the principal of their mezzanine notes, the Alion deferred compensation
         plan shall allow Atefi to withdraw all (but not less than all) of the
         fair value of such deemed investment in the mezzanine notes to be paid
         in the same manner as the mezzanine holders. Notwithstanding the
         foregoing, if before the date provided in the prior sentence, Atefi's
         employment is terminated by Alion without Just Cause, by Atefi with
         Good Reason (as defined in Section 15.a. but, for purposes of this
         sentence only, without regard to whether the occurrence of one of the
         events is during the Protection Period) or due to Atefi's death or
         disability, he shall have the right to receive full payment of his
         account with respect to the deemed investment in the mezzanine note,
         such payment to be made at Atefi's election on the later of (i) sixty
         (60) days following such termination or (ii) the scheduled maturity
         date of the mezzanine notes (and with such election to be made at least
         one year before any such termination).

                  d. LONG TERM INCENTIVE PLAN. It is presently expected that the
         Board 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 Alion without Just Cause or by Executive
         for Good Reason.


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         6. RETENTION PAYMENT. The parties acknowledge that Atefi has fully
vested in his right to receive the payments under the Retention Agreement
entered into by IITRI and Atefi, attached as Exhibit B to this Agreement, and
has deferred receipt of the payments in accordance with the deferred
compensation plan described in Section 5(c) above.

         7. AUTOMOBILE LEASE. Atefi shall lease an automobile for his use during
the term of his employment with Alion. Alion shall pay and/or reimburse Atefi up
to $1,500 per month maximum in automobile leasing costs for the leased
automobile. Atefi shall obtain and provide Alion with appropriate receipts and
supporting documentation for such fees and costs.

         8. INSURANCE, RETIREMENT AND OTHER FRINGE BENEFITS. During Atefi's
employment hereunder, subject to Atefi's qualification therefore, Atefi shall be
entitled to participate in the same health and life insurance plans, retirement
plans and other benefit plans which are or may be from time to time provided by
Alion to its senior officers. Atefi shall also be entitled to such other fringe
benefits, such as vacation and personal leave benefits, which are or may be from
time to time provided by Alion to its senior officers.

         9. CLUB MEMBERSHIP. Alion shall pay the initiation fee (if not
heretofore paid) and membership dues for Atefi for a club chosen by Atefi for
business entertainment purposes, with the approval of the Chairman.

         10. CORPORATE HEADQUARTERS. Alion's corporate headquarters is and shall
remain in Virginia.

         11. TERMINATION BY ALION.

                  a. FOR JUST CAUSE. Alion may terminate Atefi's employment
         under this Agreement at any time for "Just Cause." If Alion terminates
         Atefi's employment for Just Cause, Atefi shall not be entitled to any
         further payments under this Agreement, other

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         than payment for any annual base salary which Atefi earned prior to
         such termination but for which has not been paid, and shall
         specifically be deemed to have forfeited any Incentive Compensation
         which might otherwise be due to him. For purposes of this Agreement,
         "Just Cause" means (i) Atefi's material breach of this Agreement which
         is not cured within thirty (30) days after receipt of notice thereof;
         (ii) Atefi's theft or embezzlement of any material property of Alion;
         (iii) Atefi's gross negligence or willful misconduct in performing his
         duties under this Agreement; (iv) Atefi's willful refusal to perform or
         substantial neglect of any duties under this Agreement; (v) Atefi's
         unauthorized use of Alion's trade secrets or Proprietary Information
         (as defined below); (vi) Atefi's commission of a felony which adversely
         affects Alion's business, reputation or business relations. If Atefi is
         terminated for Just Cause, Atefi shall be entitled to no future
         compensation under Sections 4, 5 or 6 above.

                  b. UPON ATEFI'S DEATH. Atefi's employment under this Agreement
         shall terminate automatically if Atefi dies. If Atefi's employment is
         terminated due to Atefi's death, Alion shall pay to Atefi's heirs or
         personal representatives, as the case may be, six monthly payments,
         each equal to 1/12 of Atefi's then current annual base salary,
         beginning the first calendar month after Atefi's employment terminates.

                  c. UPON ATEFI'S DISABILITY. Atefi's employment under this
         Agreement shall terminate automatically if Atefi becomes totally
         disabled in accordance with the definition of total disability set
         forth in Alion's long term disability insurance plan. Alion reserves
         the right to require Atefi to submit to a medical examination, either
         physical or mental, by a fully-licensed physician selected by Alion, at
         Alion's sole expense, to determine whether Atefi is or has become so
         disabled. If Atefi's employment

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         is terminated due to Atefi's total disability, Alion shall pay to Atefi
         six monthly payments, each equal to 1/12 of Atefi's then current annual
         base salary less any long-term disability insurance payments for which
         Atefi is or becomes entitled to receive that month, beginning the first
         calendar month after Atefi's employment terminates.

                  d. WITHOUT CAUSE. Alion may terminate Atefi's employment
         hereunder without cause, for any reason or no reason, by delivering to
         Atefi written notice of the Board's intent to terminate. If Alion
         terminates Atefi's employment without cause during the term of this
         Agreement, Alion shall make a lump sum severance payment to Atefi equal
         to the greater of (i) the amount of Atefi's Annual Base Salary as of
         the effective date of such termination over the unexpired term of this
         Agreement up to a maximum of three years or (ii) an amount equal to
         Atefi's Annual Base Salary plus $100,000.

         12. TERMINATION BY ATEFI. This Agreement may be terminated by Atefi by
giving Alion thirty (30) days advance written notice. If Atefi exercises his
right under this Section to terminate his employment with Alion, he shall
forfeit any right to any further payments under this Agreement other than
payment for any annual base salary which Atefi earned prior to such termination
but for which has not been paid, and shall specifically be deemed to have
forfeited any Incentive Compensation which might otherwise be due to him and any
future payments under Sections 4, 5 or 6 above.

         13. SPECIAL CHANGE OF CONTROL SEVERANCE BENEFITS.

                  a. If eligibility for severance benefits from Alion's
         successor or assign (or any of its respective affiliates) is
         established pursuant to Section 15 below (the "Severance Benefits"),
         the Severance Benefits payable to Atefi shall, in lieu of the benefits
         otherwise be payable under Section 11, consist of the following: (i) a
         lump sum severance payment

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         equal to the greater of (a) Atefi's base pay as of the Termination Date
         (as defined in Section 15 below) over the unexpired term of this
         Agreement up to a maximum of three (3) years, or (b) an amount equal to
         one (1) year base salary plus $100,000 minimum incentive compensation;
         and (ii) continued eligibility to participate throughout the Severance
         Period (as defined below) in Alion's successor's or assigns' insured
         welfare benefit plans and policies (including, without limitation,
         health, dental, vision, disability and term life insurance benefits) at
         the same level of employee cost and at the same level of coverage
         provided to Atefi as of the Termination Date, it being understood that
         Alion'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 Alion's
         successor or assigns welfare benefit plans and policies subject to the
         Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
         ("COBRA"), Atefi's "qualifying event" for COBRA purposes shall be the
         Termination Date.

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

         14. SEVERANCE PERIOD. The Severance Period shall begin on the effective
date of termination of Atefi's employment under the conditions specified in
Section 15, and end on the last day of the thirty-six (36) month period
beginning on the Termination Date.

         15. ELIGIBILITY FOR SEVERANCE BENEFITS. If Atefi terminates employment
(other than on account of circumstances described in Section 16 below) with any
successor or assign (or any of their respective affiliates) of Alion, other than
an entity which is owned in whole or in part by an employee stock ownership
plan, at any time during the twenty-four (24) month period beginning

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on the effective date of a Change in Control, as defined in Section 18 of this
Agreement (the "Protection Period"), he shall be entitled to the Severance
Benefits described in Sections 13, 14 and this 15, as follows: If during the
Protection Period, Atefi terminates his employment for Good Reason (as defined
below) by delivering to the successor or assign of Alion (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); Atefi shall have the right, in his sole and reasonable discretion, to
commence Severance Benefits. Any termination of Atefi's employment that
qualifies for Severance Benefits under Sections 13, 14 and 15 of this Agreement
shall supersede and take precedence over the provisions of Section 12. For
purposes of this Agreement, the following terms shall have the respective
meanings:

                  a. "Good Reason" shall only result upon the occurrence,
         without Atefi's prior written consent, of one or more of the following
         events, as determined by Atefi in good faith, during the Protection
         Period: (i) Atefi's authority or responsibility has materially
         diminished as compared to Atefi's authority and responsibility in
         effect immediately prior to a Change in Control; (ii) Atefi has been
         assigned duties inconsistent with his position, responsibility and
         status with Alion immediately prior to the Protection Period; (iii)
         there has been an adverse change in Atefi's title or office as in
         effect immediately prior to the Protection Period; (iv) Atefi's base
         pay or incentive compensation has been reduced; or (v) Atefi'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 Alion's successor or assign in all
         respects, including without limitation restoration of all back pay

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         and incentive compensation through the Termination Date, not later than
         thirty (30) days from the date of receipt by the successor or assign of
         Alion (or its respective affiliate), as applicable, of a written notice
         from Atefi identifying in reasonable detail the act or acts
         constituting "Good Reason" (a "Preliminary Notice of Good Reason"), or
         (y) acts for which Atefi 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 Atefi's employment under the provision so
         indicated.

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

         16. INELIGIBILITY FOR SEVERANCE BENEFITS. Notwithstanding any other
provision under this Agreement, Atefi shall not be entitled to receive Severance
Benefits in the event that: (i) Alion's successor or assign (or any of its
respective affiliates) terminates Atefi's employment for Just Cause (as defined
in Section 11.a); (ii) Atefi dies (in which case the terms of Section 11.b shall
apply); (iii) Atefi is determined to be totally and permanently disabled (in
which case the terms of Section 11.c shall apply); (iv) Alion's successor or
assign (or any of its respective affiliates) terminates Atefi's employment
without cause (in which case the terms of Section 11.d shall apply); or (v)
Atefi resigns other than for Good Reason (in which case Section 12 applies). In
any such event, Atefi, 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,


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programs, policies, practices and coverages of Alion's successor or assign (or
any of its respective affiliates).

         17. SUBSEQUENT EMPLOYMENT. Following termination of employment, Atefi
shall not be required to perform any duties for Alion's successor or assign (or
any of its respective affiliates). In the event that Atefi secures other
employment during the Severance Period following termination under the
circumstances outlined in Section 15, and such employment includes benefits
under insured welfare benefit plans and policies at the same levels as described
in Section 13.a ("Corresponding Benefits"), then any requirements otherwise
applicable under this Agreement to provide such benefits shall be reduced by an
amount equal to such Corresponding Benefits.

         18. CHANGE IN CONTROL. For 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 Alion; (ii) the merger or consolidation of Alion
with any other corporation, foundation, association or other entity; (iii) the
amendment of Alion's corporate documents to grant a party other than IIT,
through its Executive Committee, the right to designate, elect or remove a
majority of Alion'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 Alion.

         19. SURRENDER OF PROPERTY. Upon the termination of this Agreement or at
any time upon Alion's request, Atefi shall promptly surrender to Alion all
property provided to him for use in performing his duties under this Agreement,
including, but not limited to, all documents, drafts, notes, memoranda, research
files, solicitation information and files, client or customer lists and

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files, financial information, computer files, hardware, software, records and
any other materials relating in any way to Alion.

         20. REPRESENTATIONS AND WARRANTIES. Atefi represents and warrants to
Alion that he has had a recent physical examination and that either he is in
good health or he has disclosed any major health problems to Alion.

         21. PROPRIETARY INFORMATION. Except as may be required by court order
or in connection with the good faith performance of his duties hereunder, Atefi
agrees to keep secret and confidential indefinitely and not to disclose to any
other person, firm or entity, or to use in any way, any Proprietary Information
of Alion which is acquired by or disclosed to Atefi during the course of his
employment with Alion. For purposes of this Agreement, the term "Proprietary
Information" means any non-public information concerning Alion or its
affiliates, including, without limitation, non-public information concerning its
client or customer lists, solicitation and contact lists, business plans and
strategies, marketing and solicitation techniques, research information, project
data and information, or any other information which gives or may give Alion and
advantage against its competitors.

         22. NON-COMPETITION; NON-SOLICITATION. Atefi acknowledges and
recognizes the highly competitive nature of the business of Alion and Alion's
subsidiaries and accordingly agree as follows:

                  a. During the Term and the Restricted Period (as defined in
         Section 22.f.), Atefi will not knowingly (after due inquiry), whether
         on Atefi'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,

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         the business of any customer or prospective customer of Alion of which
         Atefi is aware at the time of such termination.

                  b. During the Restricted Period, Atefi 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 Atefi 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 Atefi is aware at the time
         Atefi 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, 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
         Atefi 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 Atefi is aware at the time he ceases to be
         employed by Alion.

                  c. Notwithstanding anything to the contrary in this Agreement,
         Atefi 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

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         Atefi (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 5%
         or more of any class of securities of such person.

                  d. During the Restricted Period, Atefi will not, whether on
         Atefi'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 Atefi 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 Atefi'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 Atefi'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 Atefi
         and Alion consider the restrictions contained in this Section 22(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.

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         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. "Restricted Period" shall mean, following the date of
         Atefi's termination of Employment with Alion, the greater of (i) the
         unexpired term of this Agreement, up to a maximum of three (3) years or
         (ii) one year; provided, however, that if Atefi's employment with Alion
         is terminated by Alion for Just Cause, then the "Restricted Period"
         shall mean the two (2) years following such termination.

         23. REASONABLE RESTRICTIONS. Atefi understands that the provisions of
this Section 23 may limit Atefi's ability to earn a livelihood in a business
competitive with the business of Alion and its subsidiaries but nevertheless
Atefi 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 Atefi for the restrictions contained in such
provisions. In consideration thereof and in light of Atefi's education, skills
and abilities, Atefi agrees that Atefi will not assert in any forum that such
provisions prevents Atefi from earning a living.

         24. SURVIVAL OF COVENANTS. The covenants set forth in Sections 21 and
22 hereof, shall survive the termination of this Agreement according to each of
their express terms.

<PAGE>

         25. REMEDIES. Atefi acknowledges that compliance with the provisions of
Sections 21 and 22 hereof is necessary to protect the business and good will of
Alion, that Alion would be irreparably injured by a breach of Sections 21 or 22
and that money damages may not be an adequate remedy therefore. Consequently,
Atefi agrees that Alion, in addition to any other remedies available to it shall
be entitled to an injunction restraining Atefi from any actual or threatened
breach of Sections 21 or 22 or to any other appropriate equitable remedy,
without any bond or other security being required.

         26. ARBITRATION. Any controversy or claim arising out of, or relating
to this Agreement, or its breach, shall be settled by arbitration in the City of
McLean, Virginia in accordance with the then governing rules of the American
Arbitration Association. Judgment upon the award rendered may be entered and
endorsed in any court of competent jurisdiction.

         27. SEVERABILITY; ENFORCEABILITY. If any provision of this Agreement is
held by a court of competent jurisdiction to be invalid, unenforceable or void,
such provision shall be enforced to the fullest extend permitted by law or, if
necessary, severed in its entirety, and the remainder of this Agreement shall
continue in full force and effect as if that provision, or the offending portion
thereof, had never been included.

         28. NOTICES. Any notice, demand or other communication hereunder shall
be effective upon delivery either personally (including delivery by messenger or
courier service) or by certified or registered mail, postage prepaid, return
receipt requested, addressed as follows:

                a.   If to Alion:

                         Alion Science and Technology Corporation
                         1750 Tysons Boulevard, Suite 1300
                         McLean, Virginia 22102
                         Attn: General Counsel

                b.   If to Atefi:

<PAGE>

                         Bahman Atefi
                         8745 Old Dominion Drive
                         McLean, Virginia 22102

Or at any other address of which written notice has been provided pursuant to
this Section 28.

         29. AMENDMENTS; WAIVERS. This Agreement may not be modified or amended
except in a writing signed by both parties. Either party may waive the other
party's compliance with provision of this Agreement, but such waiver shall be
effective only if set forth in a writing signed by both parties. Any waiver of a
particular provision in any one or more instance shall not operate as a waiver
of, or estopped with respect to, any subsequent compliance or failure to comply
with that or any other provision hereof. Furthermore, any party's failure to
exercise or delay in exercising any right, remedy or power hereunder, in one or
more instances, shall not preclude, waive or estop any subsequent exercise of
such right, remedy or power.

         30. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of Alion and its successors and assigns and upon
Atefi and his heirs, legatees and personal representatives. Atefi shall not
assign any of his interest in or obligations under this Agreement without
Alion's prior written consent, which may be withheld for any reason in Alion's
sole discretion.

         31. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with Virginia law. Alion and Atefi hereby consent to the Virginia'
courts jurisdiction over any disputes relating to or arising out of this
Agreement and Atefi's employment and/or termination with Alion, and expressly
waive any objection to such forum based on jurisdiction or venue, including
forum non conveniens.

         32. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
and understanding, oral or written, between Alion and Atefi relating to its
subject matters contained herein.

<PAGE>

         33. EXPENSES. Atefi shall be reimbursed for reasonable expenses that he
incurs in connection with Alion's business. Such expenses shall be documented by
Atefi in accordance with procedures established by Alion.

         34. INDEMNIFICATION. Alion shall indemnify, defend, hold and save
Atefi, 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 Atefi, 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 Atefi's execution of the terms and
conditions of this Agreement, except for Atefi's fraudulent or criminal acts or
omissions or gross negligence except as prohibited by applicable law.


<PAGE>


         IN WITNESS WHEREOF, the duly-authorized representative of Alion and
Bahman Atefi hereby execute this Agreement by their own free act and deed, as
follows:

BAHMAN ATEFI                              ALION SCIENCE AND TECHNOLOGY
                                          CORPORATION

/s/ BAHMAN ATEFI                          /s/ STEPHEN TRICHKA
---------------------------               --------------------------------------
                                          Title: Senior Vice President
                                                 -------------------------------


<PAGE>

                                    Exhibit A

                        CEO ANNUAL INCENTIVE SCHEDULE

<Table>
<Caption>
                                             Fiscal Year
                        --------------------------------------------------
      EBITDA ($M)         2002        2003           2004           2005
      -----------       --------    ---------      --------      ---------
<S>                     <C>         <C>            <C>           <C>
         11.0                       $100,000
         11.5                       $100,000
         12.0                       $150,000
         12.5                       $150,000
         13.0                       $225,000       $100,000
         13.5                       $225,000       $100,000
         14.0                       $275,000       $150,000
         14.5                       $275,000       $150,000
         15.0                       $325,000       $225,000       $100,000
         15.5                       $350,000       $225,000       $100,000
         16.0                       $375,000       $275,000       $150,000
         16.5                       $400,000       $275,000       $150,000
         17.0                       $425,000       $375,000       $200,000
         17.5                                      $400,000       $200,000
         18.0                                      $425,000       $250,000
         18.5                                      $450,000       $250,000
         19.0                                      $475,000       $300,000
         19.5                                                     $300,000
         20.0                                                     $450,000
         20.5                                                     $475,000
         21.0                                                     $500,000
</Table>

1. The bonus arrangement and all interpretations and determinations thereunder
are administered by the Compensation Committee of the Board (the "Committee"),
in its sole discretion. The Committee will have authority to determine EBITDA,
which will generally be determined in accordance with generally accepted
accounting principles but before taking into account expenses incurred by Alion
with respect to Alion's Stock Appreciation Rights Plan. The Committee may
exclude (or include) extraordinary items or otherwise adjust the calculation of
EBITDA and/or the performance targets to take into account extraordinary events
(which might include for example, without limitation, dispositions or
acquisitions of business units, extraordinary gains or losses, etc.).

2. Annual incentive compensation payable shall be made on a pro-rata basis,
according to the incremental difference between EBITDA target numbers for each
of the following:

         a.  For Fiscal Year 2002, EBITDA of the company below $15.0 million;

         b.  For Fiscal Year 2003, EBITDA of the company below $17.0 million;
             and

         c.  For Fiscal Year 2004, EBITDA of the company below $20.0 million.


<PAGE>


                                    Exhibit B



        [See attached copy of Executive Deferred Compensation Agreement]





<PAGE>


                                    Exhibit C



                   [See attached copy of Retention Agreement]