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                                                                   EXHIBIT 10.23






                                      ALION


                      EXECUTIVE DEFERRED COMPENSATION PLAN


                            EFFECTIVE JANUARY 1, 2003

















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                                      ALION

                           DEFERRED COMPENSATION PLAN

                            Effective January 1, 2003

                                     PURPOSE

        The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees who contribute materially
to the continued growth, development and future business success of Alion, a
Delaware corporation. This Plan shall be unfunded for tax purposes and for
purposes of Title I of ERISA.

                                    ARTICLE 1
                                   DEFINITIONS

        For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1     "Account Balance" shall mean, with respect to a Participant, a credit on
        the records of the Employer equal to the Deferral Account balance. The
        Account Balance shall be a bookkeeping entry only and shall be utilized
        solely as a device for the measurement and determination of the amounts
        to be paid to a Participant, or his or her designated Beneficiary,
        pursuant to this Plan.

1.2     "Affiliate" shall mean (i) a corporation that is a member of a
        controlled group of corporations (as determined pursuant to Section
        414(b) of the Code) which includes the Company and (ii) a trade or
        business (whether or not incorporated) which is under common control (as
        determined pursuant to Section 414(c) of the Code) of the Company, (iii)
        any organization (whether or not incorporated) that is a member of an
        affiliated service group (as determined pursuant to Section 414(m) of
        the Code) that includes an Employer, a corporation described in clause
        (i) of this section or a trade or business described in clause (ii) of
        this section, or (iv) any other entity that is required to be aggregated
        with the Employer pursuant to regulations promulgated under Section
        414(o) of the Code.

1.3     "Annual Base Salary" shall mean the annual cash compensation relating to
        services performed during any Plan Year, whether or not paid in such
        Plan Year or included on the Federal Income Tax Form W-2 for such Plan
        Year, excluding bonuses, SAR payments, Phantom Stock Payments, income
        related to the exercise of stock options, overtime, fringe benefits,
        relocation expenses, incentive payments, non-monetary awards, directors
        fees and other fees, automobile and other allowances paid to a
        Participant for employment services rendered (whether or not such
        allowances are included in the Employee's gross income). Annual Base
        Salary shall be calculated before reduction for compensation voluntarily
        deferred or contributed by the Participant pursuant to all qualified or
        non-qualified plans of any Employer and shall be calculated to include
        amounts not otherwise included in the



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        Participant's gross income under Code Sections 125, 402(e)(3), 402(h),
        or 403(b) pursuant to plans established by the Employer; provided,
        however, that all such amounts will be included in compensation only to
        the extent that, had there been no such plan, the amount would have been
        payable in cash to the Employee.

1.4     "Annual Bonus" shall mean any compensation, in addition to Annual Base
        Salary relating to services performed during any Plan Year, whether or
        not paid in such Plan Year or included on the Federal Income Tax Form
        W-2, payable to a Participant as an Employee under the Employer's bonus
        plans that are based on performance goals.

1.5     "Annual Deferral Amount" shall mean that portion of a Participant's
        Annual Base Salary, Annual Bonus, SAR Payment and Phantom Stock Payment
        that a Participant elects to have, and is deferred, in accordance with
        Article 3, for any one Plan Year. In the event of a Participant's
        retirement, Disability (if deferrals cease in accordance with Section
        6.1), death or a Termination of Employment prior to the end of a Plan
        Year, such year's Annual Deferral Amount shall be the actual amount
        withheld prior to such event.

1.6     "Beneficiary" shall mean one or more persons, trusts, estates or other
        entities, designated in accordance with Article 8, that are entitled to
        receive benefits under this Plan upon the death of a Participant.

1.7     "Beneficiary Designation Form" shall mean the form established from time
        to time by the Committee that a Participant completes, signs and returns
        to the Committee to designate one or more Beneficiaries.

1.8     "Board" shall mean the board of directors of the Company.

1.9     "Change in Control" shall mean:

        (a) A sale or transfer of all or substantially all of the assets of the
            Company on a consolidated basis in any transaction or series of
            related transactions;

        (b) Any merger, consolidation or reorganization to which the Company is
            a party, except for a merger, consolidation or reorganization in
            which the Company is the surviving corporation and, after giving
            effect to such merger, consolidation or reorganization, the holders
            of the Company's outstanding equity (on a fully diluted basis)
            immediately prior to the merger, consolidation or reorganization
            will own in the aggregate immediately following the merger,
            consolidation or reorganization the Company's outstanding equity (on
            a fully diluted basis) either (i) having the ordinary voting power
            to elect a majority of the members of the Company's board of
            directors to be elected by the holders of Common Stock and any other
            class which votes together with the Common Stock as a single class
            or (ii) representing at least 50% of the equity value of the Company
            as reasonably determined by the Board;

        (c) The election by shareholders of members of the Board 20% or more of
            whom are persons not nominated in the most recent proxy statement of
            the Company;



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            or

        (d) A liquidation of dissolution of the Company.

1.10    "Claimant" shall have the meaning set forth in Section 13.1.

1.11    "Code" shall mean the Internal Revenue Code of 1986, as it may be
        amended from time to time.

1.12    "Committee" shall mean the committee described in Article 11.

1.13    "Company" shall mean Alion, Inc., a Delaware corporation and any
        successor to such corporation that adopts the Plan.

1.14    "Deduction Limitation" shall mean the following described limitation on
        a benefit that may otherwise be distributable pursuant to the provisions
        of this Plan. Except as otherwise provided, this limitation shall be
        applied to all distributions that are "subject to the Deduction
        Limitation" under this Plan. If the Company determines in good faith
        prior to a Change in Control that there is a reasonable likelihood that
        any compensation paid to a Participant for a taxable year of the Company
        would not be deductible by the Company solely by reason of the
        limitation under Code Section 162(m), then to the extent deemed
        necessary by the Company to ensure that the entire amount of any
        distribution to the Participant pursuant to this Plan prior to the
        Change in Control is deductible, the Company may defer all or any
        portion of a distribution under this Plan. Any amounts deferred pursuant
        to this limitation shall continue to be credited/debited with additional
        amounts in accordance with Section 3.5 below. The amounts so deferred
        and amounts credited/debited thereon shall be distributed to the
        Participant or his or her Beneficiary (in the event of the Participant's
        death) at the earliest possible date, as determined by the Company in
        good faith, on which the deductibility of compensation paid or payable
        to the Participant for the taxable year of the Company during which the
        distribution is made will not be limited by Section 162(m), or if
        earlier, the effective date of a Change in Control. Notwithstanding
        anything to the contrary in this Plan, the Deduction Limitation shall
        not apply to any distributions made after a Change in Control.

1.15    "Deferral Account" shall mean (i) the sum of all of a Participant's
        Subaccounts, plus (ii) amounts credited in accordance with all the
        applicable crediting provisions of this Plan that relate to the
        Participant's Deferral Account, less (iii) all distributions made to the
        Participant or his or her Beneficiary pursuant to this Plan that relate
        to his or her Deferral Account. The Deferral Account, and each other
        specified account balance, shall be a bookkeeping entry only and shall
        be utilized solely as a device for the measurement and determination of
        the amounts to be paid to a Participant, or his or her designated
        Beneficiary, pursuant to this Plan.

1.16    "Disability" shall mean a period of disability during which a
        Participant qualifies for permanent disability benefits under the
        Employer's long-term disability plan, or, if a Participant does not
        participate in such a plan, a period of disability during which the



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        Participant would have qualified for permanent disability benefits under
        such a plan had the Participant been a participant in such a plan, as
        determined in the sole discretion of the Committee. If the Employer does
        not sponsor such a plan, or discontinues sponsoring such a plan,
        Disability shall be determined by the Committee in its sole discretion.

1.17    "Disability Benefit" shall mean the benefit set forth in Article 7.

1.18    "Elected Distribution Date" shall mean the beginning date for
        distribution with respect to amounts credited to the Participant's
        Subaccount pursuant to Section 4.1.

1.19    "Election Form" shall mean the form established by the Committee that a
        Participant completes, signs and returns to the Committee to make his or
        her deferral election under the Plan.

1.20    "Employee" shall mean an individual whose relationship with an Employer
        is, under common law, that of an employee.

1.21    "Employer" shall mean the Company and any Affiliate that, with the
        consent of the Company, elects to participate in the Plan and any
        successor entity that adopts the Plan pursuant to Section 15.11. If any
        such entity withdraws, is excluded from participation in the Plan or
        terminates its participation in the Plan, such entity shall thereupon
        cease to be an Employer.

1.22    "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
        as it may be amended from time to time.

1.23    "Hardship" shall mean an unanticipated emergency that is caused by an
        event beyond the control of the Participant that would result in severe
        financial hardship to the Participant resulting from (i) a sudden and
        unexpected illness or accident of the Participant or a dependent of the
        Participant, (ii) a loss of the Participant's property due to casualty,
        or (iii) such other extraordinary and unforeseeable circumstances
        arising as a result of events beyond the control of the Participant, all
        as determined in the sole discretion of the Committee. The Committee
        shall determine whether the circumstances presented by the Participant
        constitute an unanticipated emergency. Such circumstances and the
        Committee's determination will depend on the facts of each case, but, in
        any case, payment may not be made to the extent that such hardship is or
        may be relieved: (i) through reimbursement or compensation by insurance
        or otherwise, (ii) by liquidation of the Participant's assets, to the
        extent liquidation of such assets would not itself cause severe
        financial hardship, or (iii) by cessation of his elective deferrals
        under this Plan for the remainder of the Plan Year.

1.24    "Participant" shall mean (i) any Employee who is selected by the
        Committee to participate in the Plan, (ii) who elects to participate in
        the Plan, (iii) who signs an Election Form, (iv) whose signed Election
        Form is accepted by the Committee, (v) who commences participation in
        the Plan, and (vi) whose participation has not terminated.



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1.25    "Phantom Stock Award" shall mean an award granted to an Employee
        pursuant to the terms of the Alion Phantom Stock Plan.

1.26    "Phantom Stock Payment" shall mean an amount paid to an Employee upon
        vesting of a Phantom Stock Award.

1.27    "Plan" shall mean the Alion Deferred Compensation Plan, which shall be
        evidenced by this instrument, as may be amended from time to time.

1.28    "Plan Year" shall mean the twelve-month period commencing each October 1
        and ending on September 30.

1.29    "SAR" shall mean an award granted to an Employee pursuant to the terms
        of the Alion Stock Appreciation Rights Plan.

1.30    "SAR Payment" shall mean an amount paid to an Employee upon his exercise
        of an SAR.Alion.

1.31    "Subaccount" shall mean the separate subaccounts under the Deferral
        Account that are established and maintained for each Participant. Such
        subaccounts shall reflect (i) the amount deferred pursuant to the
        Participant's Election Form for each deferral election; (ii) amounts
        credited in accordance with all the applicable crediting provisions of
        this Plan that relate to the Subaccount, less (iii) all distributions
        made to the Participant or his or her Beneficiary pursuant to this Plan
        that relate to the Subaccount. In the event that two or more Subaccounts
        reflect amounts deferred that are to be paid at the same time, all such
        Subaccounts shall be aggregated into a single Subaccount.

1.32    "Termination of Employment" shall mean the severing of employment with
        all Employers, voluntarily or involuntarily, for any reason other than
        Disability or an authorized leave of absence.

1.33    "Termination Benefit" shall mean an amount equal to the Participant's
        Account Balance if a Participant experiences a Termination of
        Employment.

1.34    "Trust" shall mean one or more trusts established, effective as of
        January 1, 2003, between the Company and the trustee named therein, as
        amended from time to time.



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                                    ARTICLE 2
                      SELECTION, ENROLLMENT AND ELIGIBILITY

2.1     SELECTION BY COMMITTEE. Participation in the Plan shall be limited to
        Employees providing services to the Employer at the level of Vice
        President (Corporate or Operation Management) or above and any other
        individuals as determined by the Committee, in its sole discretion, from
        a select group of management and highly compensated Employees of the
        Employer. From that group, the Committee shall select, in its sole
        discretion, Employees to participate in the Plan.

2.2     ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
        Employee shall complete, execute and return to the Committee an Election
        Form. The Committee shall establish from time to time such enrollment
        requirements as it determines in its sole discretion are necessary.

2.3     ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee
        selected to participate in the Plan has met all enrollment requirements
        set forth in this Plan and required by the Committee, including
        returning all required documents to the Committee within the specified
        time period, that Employee shall commence participation in the Plan on
        the first day of the month following the month in which the Employee
        completes all enrollment requirements.

2.4     TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
        determines in good faith that a Participant no longer qualifies as a
        member of a select group of management or highly compensated employees,
        as membership in such group is determined in accordance with Sections
        201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
        right, in its sole discretion, to (i) terminate any deferral election
        the Participant has made for the remainder of the Plan Year in which the
        Participant's membership status changes, (ii) prevent the Participant
        from making future deferral elections and/or (iii) immediately
        distribute the Participant's then Account Balance as a Termination
        Benefit and terminate the Participant's participation in the Plan.

                                    ARTICLE 3
                       DEFERRAL ELECTIONS/CREDITING/TAXES

3.1     DEFERRALS.

        (a)     ANNUAL BASE SALARY, ANNUAL BONUS, SAR PAYMENTS, PHANTOM STOCK
                PAYMENTS. For each Plan Year, a Participant may elect to defer,
                as his or her Annual Deferral Amount, Annual Base Salary, Annual
                Bonus, SAR Payments and/or Phantom Stock Payments in the
                following percentages.



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<TABLE>
<CAPTION>
--------------------------------------------------------------
        DEFERRAL                    MINIMUM AMOUNT
--------------------------------------------------------------
<S>                             <C>
   Annual Base Salary           0% to 50%, in
                                1% increments
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   Annual Bonus                 0% to 100%, in
                                1% increments
--------------------------------------------------------------
   SAR Payments                 0% to 100%, in
                                1% increments
--------------------------------------------------------------
   Phantom Stock Payments       0% to 100%, in
                                1% increments
--------------------------------------------------------------
</TABLE>


        (b)     If no election is made, the amount deferred shall be zero.


3.2     ELECTION TO DEFER; EFFECT OF ELECTION FORM

        (a)     FIRST PLAN YEAR. In connection with a Participant's commencement
                of participation in the Plan, the Participant shall make an
                irrevocable deferral election for the Plan Year in which the
                Participant commences participation in the Plan, along with such
                other elections as the Committee deems necessary or desirable
                under the Plan. For these elections to be valid, the Election
                Form must be completed and signed by the Participant, timely
                delivered to the Committee (in accordance with Section 2.2) and
                accepted by the Committee.

        (b)     ANNUAL ELECTION FORMS. A Participant's Election Form shall be
                effective only for the Plan Year that will be listed on the
                Election Form. The Committee shall maintain an open enrollment
                period preceding each Plan Year in order to allow Participants
                to submit Election Forms.

        (c)     TIMING OF ELECTION TO DEFER ANNUAL BASE SALARY AND ANNUAL BONUS.
                To be effective for any Plan Year, an Election Form to defer a
                percentage of Annual Base Salary and/or a percentage of the
                Annual Bonus must be received by the Committee prior to October
                1 of the Plan Year to which these payments relate. However, if
                an individual first becomes eligible to participate in the Plan
                on or after the Effective Date and on a date other than October
                1, the individual may submit an Election Form to defer a
                percentage of Annual Base Salary for the remainder of the Plan
                Year in which he or she becomes a Participant if the Election
                Form is submitted within thirty (30) days after becoming
                eligible to participate in the Plan; provided, however, that the
                Election Form shall apply only to compensation not yet earned.
                If an Employee first becomes eligible to participate in the Plan
                on a date after June 30 of any calendar year, then the Employee
                shall not be entitled to elect to defer any portion of his or
                her Annual Base Salary for this short Plan Year.

        (d)     TIMING OF ELECTION TO DEFER SAR PAYMENT AND PHANTOM STOCK
                PAYMENT. A Participant may elect to defer receipt of all or a
                portion of any SAR or Phantom Stock Award. A Participant's
                election must be made at least 180 days prior to the date that
                the applicable SAR or Phantom Stock Award vests. The elected
                deferral percentage for SARs shall be applied to each SAR
                Payment received pursuant to the exercise of SARs for which the
                deferral election has been made. The elected



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                deferral percentage for Phantom Stock Awards shall apply solely
                to the Phantom Stock Payment for which the deferral election has
                been made.

3.3     WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Annual
        Base Salary portion of the Annual Deferral Amount shall be withheld from
        each regularly scheduled Annual Base Salary payroll in equal amounts, as
        adjusted from time to time for increases and decreases in Annual Base
        Salary. The Annual Bonus, SAR Payment and Phantom Stock Payment portions
        of the Annual Deferral Amount shall be withheld at the time the Annual
        Bonus, SAR Payments and/or Phantom Stock Payments are or otherwise would
        be paid to the Participant, whether or not this occurs during the Plan
        Year itself.

3.4     INVESTMENT OF TRUST ASSETS. The Trustee of the Trust shall be
        authorized, upon written instructions received from the Committee or
        investment manager appointed by the Committee, to invest and reinvest
        the assets of the Trust in accordance with the applicable Trust
        Agreement.

3.5     CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
        to, the rules and procedures that are established from time to time by
        the Committee, in its sole discretion, amounts shall be credited or
        debited to a Participant's Account Balance in accordance with the
        following rules:

        (a)     ELECTION OF MEASUREMENT FUNDS FOR DEFERRAL ACCOUNT. A
                Participant, in connection with his or her initial deferral
                election in accordance with Section 3.2(a) above, shall elect,
                on the Election Form, one or more Measurement Fund(s) (as
                described in Section 3.5(c) below) to be used to determine the
                additional amounts to be credited to his or her Deferral Account
                when the Participant commences participation in the Plan and
                continuing thereafter for each subsequent business day in which
                the Participant participates in the Plan, unless changed in
                accordance with the next sentence. Commencing with the business
                day that follows the Participant's commencement of participation
                in the Plan and continuing thereafter for each subsequent
                business day in which the Participant participates in the Plan,
                the Participant may (but is not required to) elect, by
                submitting an Election Form to the Committee that is accepted by
                the Committee, to reallocate among the available Measurement
                Fund(s) to be used to determine the additional amounts to be
                credited to his or her Deferral Account, or to change the
                portion of his or her Deferral Account allocated to each
                previously or newly elected Measurement Fund. If an election is
                made in accordance with the previous sentence, it shall apply as
                soon as administratively possible and shall continue thereafter
                for each subsequent business day in which the Participant
                participates in the Plan, unless changed in accordance with the
                previous sentence.

        (b)     PROPORTIONATE ALLOCATION. In making any election described in
                Section 3.5(a) above, the Participant shall specify on the
                Election Form, in increments of one percentage point (1%), the
                percentage of his or her Deferral Account to be allocated to a
                Measurement Fund (as if the Participant was making an investment
                in that Measurement Fund with that portion of his or her
                Deferral Account).



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        (c)     MEASUREMENT FUNDS. The Participant may elect one or more
                measurement funds (the "Measurement Funds") for the purpose of
                crediting additional amounts to his or her Deferral Account. The
                Committee shall, in its sole discretion, select, discontinue,
                substitute or add a Measurement Fund at any time.

        (d)     CREDITING OR DEBITING METHOD. The performance of each elected
                Measurement Fund (either positive or negative) will be
                determined by the Committee, in its reasonable discretion, based
                on the performance of the Measurement Funds themselves. Each
                Participant's Account balance shall be credited or debited on a
                daily basis based on the performance of each Measurement Fund
                selected by the Participant for the Deferral Account, as
                determined by the Committee in its sole discretion, as though
                (i) a Participant's Account Balance were invested in the
                selected or required Measurement Fund(s) in the percentages
                applicable to such business day, as of the close of business on
                the business day, at the closing price on such date; (ii) the
                portion of the Annual Deferral Amount that was actually deferred
                as of the business day were invested in the Measurement Fund(s)
                selected by the Participant, in the percentages applicable to
                such business day, as soon as administratively possible after
                the day on which such amounts are actually deferred from the
                Participant's Annual Salary through reductions in his or her
                payroll; and (iii) any distribution made to a Participant that
                decreases such Participant's Account Balance ceased being
                invested in the Measurement Fund(s), in the percentages
                applicable to such business day, as soon as administratively
                possible.

        (e)     NO ACTUAL INVESTMENT. Notwithstanding any other provision of
                this Plan that may be interpreted to the contrary, the
                Measurement Funds are to be used for measurement purposes only,
                and a Participant's election of any such Measurement Fund, the
                allocation to his or her Account Balance thereto, the
                calculation of additional amounts and the crediting or debiting
                of such amounts to a Participant's Account Balance shall not be
                considered or construed in any manner as an actual investment of
                his or her Account Balance in any such Measurement Fund. In the
                event that the Employer or the Trustee (as that term is defined
                in the Trust), in its own discretion, decides to invest funds in
                any or all of the Measurement Funds, no Participant shall have
                any rights in or to such investments themselves. Without
                limiting the foregoing, a Participant's Account Balance shall at
                all times be a bookkeeping entry only and shall not represent
                any investment made on his or her behalf by the Employer or the
                Trust; the Participant shall at all times remain an unsecured
                creditor of the Employer.


3.6     FICA AND OTHER TAXES. For each Plan Year in which an Annual Deferral
        Amount is being withheld from a Participant, the Participant's
        Employer(s) shall withhold from that portion of the Participant's Annual
        Base Salary, Annual Bonus, SAR Payment and Phantom Stock Payment that is
        not being deferred, in a manner determined by the Employer, the
        Participant's share of FICA and other employment taxes on such Annual
        Deferral Amount. If necessary, the Committee may reduce the Deferral
        Account in order to comply with this Section 3.6.



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3.7     DISTRIBUTIONS. The Employer, or the trustee of the Trust, shall withhold
        from any distributions made to a Participant under this Plan all
        federal, state and local income, employment and other taxes required to
        be withheld by the Employer, or the trustee of the Trust, in connection
        with such distributions, in amounts and in a manner to be determined in
        the sole discretion of the Employer and the trustee of the Trust.



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                                    ARTICLE 4
                                  DISTRIBUTIONS

4.1     ELECTED DISTRIBUTION DATE. Each Participant shall make an irrevocable
        election as to the Elected Distribution Date with respect to each amount
        deferred. This election shall be made on the Election Form(s) for each
        Plan Year and shall apply solely to the applicable Subaccount for the
        deferral election specified on the Election Form(s). The Election Form
        shall allow each Participant to elect from among the following Elected
        Distribution Dates: (i) a date that falls upon the fifth, sixth,
        seventh, eighth, ninth or tenth anniversary of the final day of the Plan
        Year; or (ii) the date of the Participant's Termination of Employment.

4.2     METHOD OF DISTRIBUTION. Each Participant shall make an irrevocable
        election as to the method of distribution with respect to each amount
        deferred. This election shall be made on the Election Form(s) for each
        Plan Year and shall apply solely to the applicable Subaccount for the
        deferral election specified on the Election Form(s). Each Election Form
        shall allow each Participant to elect from among the following methods
        of distribution: (i) a lump sum payment of the Participant's entire
        Subaccount balance, to be paid, subject to the Deduction Limitation,
        within 30 days of the Elected Distribution Date or Participant's
        Termination of Employment; or (ii) a series of ten (10) substantially
        equal installment payments. Such installment payments, which shall be
        subject to the Deduction Limitation, shall be paid in accordance with
        Section 4.3.

4.3     INSTALLMENT PAYMENTS. The first annual installment shall be paid within
        30 days of the Elected Distribution Date or the date of the
        Participant's Termination of Employment, whichever occurs first.
        Subsequent annual installments shall be paid within 30 days of the end
        of each 12-month anniversary of the Elected Distribution Date or the
        date of the Participant's Termination of Employment, whichever is
        applicable. The amount of the first payment shall be a fraction of the
        total applicable Subaccount, the numerator of which is 1 and the
        denominator of which is 10. The amount of each subsequent payment shall
        be a fraction of the total balance of the applicable Subaccount, the
        numerator of which is 1 and the denominator of which is the total number
        of installments remaining.



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                                    ARTICLE 5
                           HARDSHIP; EARLY WITHDRAWAL
                               WITHDRAWAL ELECTION

5.1     WITHDRAWAL PAYOUT/SUSPENSIONS FOR HARDSHIP. If the Participant
        experiences a Hardship, and distributions have not yet commenced under
        Article 4, the Participant may petition the Committee to (i) suspend any
        deferrals required to be made by a Participant and/or (ii) receive a
        partial or full payout from the Plan. The payout shall not exceed the
        lesser of the Participant's Account Balance, calculated as if such
        Participant were receiving a Termination Benefit, or the amount
        reasonably needed to satisfy the Hardship. If, subject to the sole
        discretion of the Committee, the petition for a suspension and/or payout
        is approved, suspension shall take effect upon the date of approval and
        any payout shall be made within 60 days of the date of approval. The
        payment of any amount under this Section 5.1 shall not be subject to the
        Deduction Limitation. Any suspension of deferrals pursuant to this
        Section 5.1 shall continue for the remainder of the Plan Year in which
        the suspension is approved.

5.2     EARLY WITHDRAWAL. During any Plan Year, prior to the Elected
        Distribution Date, a Participant may withdraw up to 100% of his or her
        Account Balance. A Participant who makes an election to withdraw any
        amount pursuant to this Section 5.2 shall forfeit 10% of the amount
        withdrawn. Distribution of withdrawals shall be made as soon as
        practicable after the Plan Administrator receives the request for
        withdrawal, except that amounts deferred in the immediately preceding
        Plan Year will not be paid before January 16. All forfeited amounts
        shall be removed from the Participant's Account Balance and shall be
        retained by the Employer. If such election is made, the Participant
        shall not be entitled to participate in the Plan for a period ending one
        year after the date of the payout.



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                                    ARTICLE 6
          TERMINATION OF EMPLOYMENT PRIOR TO ELECTED DISTRIBUTION DATE

6.1     TERMINATION BENEFIT. Subject to the Deduction Limitation, if a
        Participant's Termination of Employment occurs prior to the applicable
        Elected Distribution Date(s), the Participant's death or disability, the
        Participant shall receive a Termination Benefit, payable pursuant to the
        terms of Article 4.

6.2     DEATH PRIOR TO COMPLETION OF TERMINATION BENEFIT. If a Participant dies
        after Termination of Employment but before the Termination Benefit is
        paid, the Participant's unpaid Termination Benefit shall be paid as soon
        as administrative practicable to the Participant's Beneficiary in the
        same amount as that benefit would have been paid to the Participant had
        the Participant survived.

6.3     DEATH PRIOR TO TERMINATION OF EMPLOYMENT. If a Participant dies before
        Termination of Employment, the Termination Benefit shall be paid as soon
        as administratively practicable to the Participant's Beneficiary in the
        same amount as that benefit would have been paid to the Participant had
        the Participant survived.



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                                      -14-
<PAGE>

                                    ARTICLE 7
                          DISABILITY WAIVER AND BENEFIT


7.1     DISABILITY WAIVER.

        (a)     WAIVER OF DEFERRAL. A Participant who is determined by the
                Committee to be suffering from a Disability shall be excused
                from fulfilling that portion of the Annual Deferral Amount
                commitment that would otherwise have been withheld from a
                Participant's Annual Base Salary, Annual Bonus, SAR Payment
                and/or Phantom Stock Payment for the Plan Year during which the
                Participant first suffers a Disability. During the period of
                Disability, the Participant shall not be allowed to make any
                additional deferral elections, but will continue to be
                considered a Participant for all other purposes of this Plan.

        (b)     RETURN TO WORK. If a Participant returns to employment with the
                Employer, after a Disability ceases, the Participant may elect
                to defer an Annual Deferral Amount for the Plan Year following
                his or her return to employment or service and for every Plan
                Year thereafter while a Participant in the Plan; provided such
                deferral elections are otherwise allowed and an Election Form is
                delivered to and accepted by the Committee for each such
                election in accordance with Section 3.2 above.

7.2     CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
        Disability shall, for benefit purposes under this Plan, continue to be
        considered to be employed, and shall be eligible for the benefits
        provided for in Articles 3, 4 or 5 in accordance with the provisions of
        those Articles. Notwithstanding the above, the Committee shall have the
        right to, in its sole and absolute discretion and for purposes of this
        Plan only deem the Participant to have experienced a Termination of
        Employment, after such Participant is determined to be suffering a
        Disability, in which case the Participant shall receive a Disability
        Benefit equal to his or her Account Balance at the time of the
        Committee's determination. The Participant shall be paid in accordance
        with Article 6 as a deemed Termination of Employment. Any payment made
        shall be subject to the Deduction Limitation.



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                                      -15-
<PAGE>

                                    ARTICLE 8
                             BENEFICIARY DESIGNATION

8.1     BENEFICIARY. Each Participant shall have the right, at any time, to
        designate his or her Beneficiary(ies) (both primary as well as
        contingent) to receive any benefits payable under the Plan to a
        beneficiary upon the death of a Participant. The Beneficiary designated
        under this Plan may be the same as or different from the Beneficiary
        designation under any other plan of an Employer in which the Participant
        participates.

8.2     BENEFICIARY DESIGNATION AND CHANGE OF BENEFICIARY. A Participant shall
        designate his or her Beneficiary by completing and signing the
        Beneficiary Designation Form, and returning it to the Committee or its
        designated agent. A Participant shall have the right to change a
        Beneficiary by completing, signing and otherwise complying with the
        terms of the Beneficiary Designation Form and the Committee's rules and
        procedures, as in effect from time to time. Upon the acceptance by the
        Committee of a new Beneficiary Designation Form, all Beneficiary
        designations previously filed shall be canceled. The Committee shall be
        entitled to rely on the last Beneficiary Designation Form filed by the
        Participant and accepted by the Committee prior to his or her death.

8.3     ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
        shall be effective until received and acknowledged in writing by the
        Committee or its designated agent.

8.4     NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
        Beneficiary as provided in Sections 8.1, 8.2 and 8.3 above or, if all
        designated Beneficiaries predecease the Participant or die prior to
        complete distribution of the Participant's benefits, then the
        Participant's designated Beneficiary shall be deemed to be his or her
        estate.

8.5     DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
        Beneficiary to receive payments pursuant to this Plan, the Committee
        shall have the right, exercisable in its discretion, to cause the
        Employer to withhold such payments until this matter is resolved to the
        Committee's satisfaction.

8.6     DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
        Beneficiary shall fully and completely discharge the Employer and the
        Committee from all further obligations under this Plan with respect to
        the Participant, and that Participant's participation in the Plan shall
        terminate upon such full payment of benefits.



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                                      -16-
<PAGE>

                                    ARTICLE 9
                                LEAVE OF ABSENCE

9.1     PAID LEAVE OF ABSENCE. If a Participant is authorized by the Employer
        for any reason to take a paid leave of absence from the employment of
        the Employer, the Participant shall continue to be considered employed
        by the Employer and the Annual Deferral Amount shall continue to be
        withheld during such paid leave of absence in accordance with Section
        3.2.

9.2     UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the Employer
        for any reason to take an unpaid leave of absence from the employment of
        the Employer, the Participant shall continue to be considered employed
        by the Employer and the Participant shall be excused from making
        deferrals until the earlier of the date the leave of absence expires or
        the Participant returns to a paid employment status. Upon such
        expiration or return, deferrals shall resume for the remaining portion
        of the Plan Year in which the expiration or return occurs, based on the
        deferral election, if any, made for that Plan Year. If no election was
        made for that Plan Year, no deferral shall be withheld.



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                                      -17-
<PAGE>

                                   ARTICLE 10
                     TERMINATION, AMENDMENT OR MODIFICATION

10.1    TERMINATION. Although the Company anticipates that it will continue the
        Plan for an indefinite period of time, there is no guarantee that the
        Company will continue the Plan or will not terminate the Plan at any
        time in the future. Accordingly, the Company reserves the right to
        discontinue its sponsorship of the Plan and/or to terminate the Plan at
        any time with respect to any or all of its participating Employees, by
        action of its board of directors. Upon the termination of the Plan, the
        affected Participants shall terminate their participation in the Plan
        and their Account Balances, determined as if they had experienced a
        Termination of Employment on the date of Plan termination, shall be paid
        to the Participants as follows: Prior to a Change in Control, if the
        Plan is terminated with respect to all of its Participants, the Company
        shall pay such benefits as soon as administratively practicable. After a
        Change in Control, the Account Balances of all participants shall be
        fully vested and the Company shall be required to pay such benefits in a
        lump sum within five (5) business days of such Change in Control. The
        termination of the Plan shall not adversely affect any Participant or
        Beneficiary who has become entitled to the payment of any benefits under
        the Plan as of the date of termination.


10.2    AMENDMENT. The Company may, at any time, amend or modify the Plan in
        whole or in part with respect to that Employer by the action of its
        board of directors; provided, however, that: (i) no amendment or
        modification shall be effective to decrease or restrict the value of a
        Participant's vested Account Balance in existence at the time the
        amendment or modification is made, calculated as if the Participant had
        experienced a Termination of Employment as of the effective date of the
        amendment or modification, and (ii) no amendment or modification of this
        Section 10.2 or Section 11.2 of the Plan shall be effective. The
        amendment or modification of the Plan shall not affect any Participant
        or Beneficiary who has become entitled to the payment of benefits under
        the Plan as of the date of the amendment or modification.


10.3    EFFECT OF PAYMENT. The full payment of the applicable benefit under
        Articles 4, 5 or 6 of the Plan shall completely discharge all
        obligations to a Participant and his or her designated Beneficiaries
        under this Plan and the Participant's participation in the Plan shall
        terminate.



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                                      -18-
<PAGE>

                                   ARTICLE 11
                                 ADMINISTRATION

11.1    COMMITTEE DUTIES. Except as otherwise provided in this Article 11, this
        Plan shall be administered by a Committee that shall consist of members
        appointed by the Board. Members of the Committee may be Participants in
        this Plan. The Committee shall also have the discretion and authority to
        (i) make, amend, interpret, and enforce all appropriate rules and
        regulations for the administration of this Plan and (ii) decide or
        resolve any and all questions including interpretations of this Plan, as
        may arise in connection with the Plan. Any individual serving on the
        Committee who is a Participant shall not vote or act on any matter
        relating solely to himself or herself. When making a determination or
        calculation, the Committee shall be entitled to rely on information
        furnished by a Participant or the Employer.

11.2    ADMINISTRATION UPON CHANGE IN CONTROL. For purposes of this Plan, the
        Committee shall be the "Administrator" at all times prior to the
        occurrence of a Change in Control. Upon and after the occurrence of a
        Change in Control, the "Administrator" shall be an independent third
        party selected by the trustee of the Trust and approved by the
        individual who, immediately prior to such event, was the Company's Chief
        Executive Officer or, if not so identified, the Company's highest
        ranking officer (the "Ex-CEO"). The Administrator shall have the
        discretionary power to determine all questions arising in connection
        with the administration of the Plan and the interpretation of the Plan
        and Trust including, but not limited to benefit entitlement
        determinations; provided, however, upon and after the occurrence of a
        Change in Control, the Administrator shall have no power to direct the
        investment of Plan or Trust assets or select any investment manager or
        custodial firm for the Plan or Trust. Upon and after the occurrence of a
        Change in Control, the Company must: (i) pay all reasonable
        administrative expenses and fees of the Administrator; (ii) indemnify
        the Administrator against any costs, expenses and liabilities including,
        without limitation, attorney's fees and expenses arising in connection
        with the performance of the Administrator hereunder, except with respect
        to matters resulting from the gross negligence or willful misconduct of
        the Administrator or its employees or agents; and (iii) supply full and
        timely information to the Administrator on all matters relating to the
        Plan, the Trust, the Participants and their Beneficiaries, the Account
        Balances of the Participants, the date of circumstances of the
        Disability, death or Termination of Employment of the Participants, and
        such other pertinent information as the Administrator may reasonably
        require. Upon and after a Change in Control, the Administrator may be
        terminated (and a replacement appointed) by the trustee of the Trust
        only with the approval of the Ex-CEO. Upon and after a Change in
        Control, the Administrator may not be terminated by the Company.

11.3    AGENTS. In the administration of this Plan, the Committee may, from time
        to time, employ agents and delegate to them such administrative duties
        as it sees fit (including acting through a duly appointed
        representative) and may from time to time consult with counsel who may
        be counsel to any Employer.



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                                      -19-
<PAGE>

11.4    BINDING EFFECT OF DECISIONS. The decision or action of the Administrator
        with respect to any question arising out of or in connection with the
        administration, interpretation and application of the Plan and the rules
        and regulations promulgated hereunder shall be final and conclusive and
        binding upon all persons having any interest in the Plan.

11.5    INDEMNITY OF COMMITTEE. The Company shall indemnify and hold harmless
        the members of the Committee, and any Employee to whom the duties of the
        Committee may be delegated, and the Administrator against any and all
        claims, losses, damages, expenses or liabilities arising from any action
        or failure to act with respect to this Plan, except in the case of
        willful misconduct by the Committee, any of its members, any such
        Employee or the Administrator.

11.6    EMPLOYER INFORMATION. To enable the Committee and/or Administrator to
        perform its functions, the Employer shall supply full and timely
        information to the Committee and/or Administrator, as the case may be,
        on all matters relating to the compensation of its Participants, the
        date and circumstances of the Retirement, Disability, death or
        Termination of Employment of its Participants, and such other pertinent
        information as the Committee or Administrator may reasonably require.



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                                      -20-
<PAGE>

                                   ARTICLE 12
                          OTHER BENEFITS AND AGREEMENTS

COORDINATION WITH OTHER BENEFITS. The benefits provided for a Participant and
Participant's Beneficiary under the Plan are in addition to any other benefits
available to such Participant under any other plan or program for employees of
the Employer. The Plan shall supplement and shall not supersede, modify or amend
any other such plan or program except as may otherwise be expressly provided.



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                                      -21-
<PAGE>

                                   ARTICLE 13
                                CLAIMS PROCEDURES

13.1    PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
        Participant (such Participant or Beneficiary being referred to below as
        a "Claimant") may deliver to the Committee a written claim for a
        determination with respect to the amounts distributable to such Claimant
        from the Plan. If such a claim relates to the contents of a notice
        received by the Claimant, the claim must be made within 60 days after
        such notice was received by the Claimant. All other claims must be made
        within 180 days of the date on which the event that caused the claim to
        arise occurred. The claim must state with particularity the
        determination desired by the Claimant.

13.2    NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
        claim within a reasonable time, and shall notify the Claimant in
        writing:

        (a)     that the Claimant's requested determination has been made, and
                that the claim has been allowed in full; or

        (b)     that the Committee has reached a conclusion contrary, in whole
                or in part, to the Claimant's requested determination, and such
                notice must set forth in a manner calculated to be understood by
                the Claimant:

                (i)     the specific reason(s) for the denial of the claim, or
                        any part of it;

                (ii)    specific reference(s) to pertinent provisions of the
                        Plan upon which such denial was based;

                (iii)   a description of any additional material or information
                        necessary for the Claimant to perfect the claim, and an
                        explanation of why such material or information is
                        necessary; and

                (iv)    an explanation of the claim review procedure set forth
                        in Section 13.3 below.

13.3    REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from
        the Committee that a claim has been denied, in whole or in part, a
        Claimant (or the Claimant's duly authorized representative) may file
        with the Committee a written request for a review of the denial of the
        claim. Thereafter, but not later than 30 days after the review procedure
        began, the Claimant (or the Claimant's duly authorized representative):

        (a)     may review pertinent documents;

        (b)     may submit written comments or other documents; and/or

        (c)     may request a hearing, which the Committee, in its sole
                discretion, may grant.

13.4    DECISION ON REVIEW. The Committee shall render its decision on review
        promptly, and not later than 60 days after the filing of a written
        request for review of the denial, unless a



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                                      -22-
<PAGE>

        hearing is held or other special circumstances require additional time,
        in which case the Committee's decision must be rendered within 120 days
        after such date. Such decision must be written in a manner calculated to
        be understood by the Claimant, and it must contain:

        (a)     specific reasons for the decision;

        (b)     specific reference(s) to the pertinent Plan provisions upon
                which the decision was based; and

        (c)     such other matters as the Committee deems relevant.


13.5    LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
        this Article 13 is a mandatory prerequisite to a Claimant's right to
        commence any legal action with respect to any claim for benefits under
        this Plan.



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                                      -23-
<PAGE>

                                   ARTICLE 14
                                      TRUST

14.1    ESTABLISHMENT OF THE TRUST. The Company shall establish the Trust, and
        shall at least annually transfer over to the Trust such assets as the
        Company determines, in its sole discretion, are necessary to provide, on
        a present value basis, for its respective future liabilities created
        with respect to the Annual Deferral Amounts for Participants for all
        periods prior to the transfer, as well as any debits and credits to the
        Participants' Account Balances for all periods prior to the transfer,
        taking into consideration the value of the assets in the trust at the
        time of the transfer.

14.2    INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
        shall govern the rights of a Participant to receive distributions
        pursuant to the Plan. The provisions of the Trust shall govern the
        rights of the Company, Participants and the creditors of the Company to
        the assets transferred to the Trust. The Company shall at all times
        remain liable to carry out its obligations under the Plan.

14.3    DISTRIBUTIONS FROM THE TRUST. The Company's obligations under the Plan
        may be satisfied with Trust assets distributed pursuant to the terms of
        the Trust, and any such distribution shall reduce the Company's
        obligations under this Plan.



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                                      -24-
<PAGE>

                                   ARTICLE 15
                                  MISCELLANEOUS

15.1    STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
        within the meaning of Code Section 401(a) and that "is unfunded and is
        maintained by an employer primarily for the purpose of providing
        deferred compensation for a select group of management or highly
        compensated employees" within the meaning of ERISA Sections 201(2),
        301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
        to the extent possible in a manner consistent with that intent.

15.2    UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
        successors and assigns shall have no legal or equitable rights,
        interests or claims in any property or assets of the Employer. For
        purposes of the payment of benefits under this Plan, any and all of the
        Employer's assets shall be, and remain, the general, unpledged
        unrestricted assets of the Employer. The Employer's obligation under the
        Plan shall be merely that of an unfunded and unsecured promise to pay
        money in the future.

15.3    EMPLOYER'S LIABILITY. The Employer shall have no obligation to a
        Participant under the Plan except as expressly provided in the Plan.

15.4    NONASSIGNABILITY. Neither a Participant nor any other person shall have
        any right to commute, sell, assign, transfer, pledge, anticipate,
        mortgage or otherwise encumber, transfer, hypothecate, alienate or
        convey in advance of actual receipt, the amounts, if any, payable
        hereunder, or any part thereof, which are, and all rights to which are
        expressly declared to be, unassignable and non-transferable. No part of
        the amounts payable shall, prior to actual payment, be subject to
        seizure, attachment, garnishment or sequestration for the payment of any
        debts, judgments, alimony or separate maintenance owed by a Participant
        or any other person, be transferable by operation of law in the event of
        a Participant's or any other person's bankruptcy or insolvency or be
        transferable to a spouse as a result of a property settlement or
        otherwise.

15.5    NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
        shall not be deemed to constitute a contract of employment between the
        Employer and the Participant. Such employment is hereby acknowledged to
        be an "at will" employment relationship that can be terminated at any
        time for any reason, or no reason, with or without cause, and with or
        without notice, unless expressly provided in a written employment
        agreement. Nothing in this Plan shall be deemed to give a Participant
        the right to be retained in the service of the Employer, either as an
        Employee or a director, or to interfere with the right of the Employer
        to discipline or discharge the Participant at any time.

15.6    FURNISHING INFORMATION. A Participant or his or her Beneficiary will
        cooperate with the Committee by furnishing any and all information
        requested by the Committee and take such other actions as may be
        requested in order to facilitate the administration of the Plan and the
        payments of benefits hereunder, including but not limited to taking such
        physical examinations as the Committee may deem necessary.



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                                      -25-
<PAGE>

15.7    TERMS. Whenever any words are used herein in the masculine, they shall
        be construed as though they were in the feminine in all cases where they
        would so apply; and whenever any words are used herein in the singular
        or in the plural, they shall be construed as though they were used in
        the plural or the singular, as the case may be, in all cases where they
        would so apply.

15.8    CAPTIONS. The captions of the articles, sections and paragraphs of this
        Plan are for convenience only and shall not control or affect the
        meaning or construction of any of its provisions.

15.9    GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
        construed and interpreted according to the internal laws of the
        Commonwealth of Virginia.

15.10   NOTICE. Any notice or filing required or permitted to be given to the
        Committee under this Plan shall be sufficient if in writing and
        hand-delivered, or sent by registered or certified mail, to the address
        below:


                        Alion
                        Attention:  /s/ STACY MENDLER
                                   ------------------------
                        1750 Tysons Boulevard, Suite 1300
                        McLean, VA 22102


        Such notice shall be deemed given as of the date of delivery or, if
        delivery is made by mail, as of the date shown on the postmark on the
        receipt for registration or certification.

        Any notice or filing required or permitted to be given to a Participant
        under this Plan shall be sufficient if in writing and hand-delivered, or
        sent by mail, to the last known address of the Participant.

15.11   SUCCESSORS. The provisions of this Plan shall bind and inure to the
        benefit of the Company and its successors and assigns and the
        Participant and the Participant's designated Beneficiaries.

15.12   VALIDITY. In case any provision of this Plan shall be illegal or invalid
        for any reason, said illegality or invalidity shall not affect the
        remaining parts hereof, but this Plan shall be construed and enforced as
        if such illegal or invalid provision had never been inserted herein.


15.13   INCOMPETENT. If the Committee determines in its discretion that a
        benefit under this Plan is to be paid to a minor, a person declared
        incompetent or to a person incapable of handling the disposition of that
        person's property, the Committee may direct payment of such benefit to
        the guardian, legal representative or person having the care and custody
        of such minor, incompetent or incapable person. The Committee may
        require proof of minority, incompetence, incapacity or guardianship, as
        it may deem appropriate prior to distribution of the benefit. Any
        payment of a benefit shall be a payment for the account of the
        Participant and the Participant's Beneficiary, as the case may be, and
        shall be a complete discharge of any liability under the Plan for such
        payment amount.



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                                      -26-
<PAGE>

15.14   COURT ORDER. The Committee is authorized to make any payments directed
        by court order in any action in which the Plan or the Committee has been
        named as a party. In addition, if a court determines that a spouse or
        former spouse of a Participant has an interest in the Participant's
        benefits under the Plan in connection with a property settlement or
        otherwise, the Committee, in its sole discretion, shall have the right,
        notwithstanding any election made by a Participant, to immediately
        distribute the spouse's or former spouse's interest in the Participant's
        benefits under the Plan to that spouse or former spouse.

15.15   DISTRIBUTION IN THE EVENT OF TAXATION. If, for any reason, all or any
        portion of a Participant's benefits under this Plan becomes taxable to
        the Participant prior to receipt, a Participant may petition the
        Committee before a Change in Control, or the trustee of the Trust after
        a Change in Control, for a distribution of that portion of his or her
        benefit that has become taxable. Upon the grant of such a petition,
        which grant shall not be unreasonably withheld (and, after a Change in
        Control, shall be granted), the Company shall distribute to the
        Participant immediately available funds in an amount equal to the
        taxable portion of his or her benefit (which amount shall not exceed a
        Participant's unpaid Account Balance under the Plan). If the petition is
        granted, the tax liability distribution shall be made within 90 days of
        the date when the Participant's petition is granted. Such a distribution
        shall affect and reduce the benefits to be paid under this Plan.

15.16   TRUST. If the Trust terminates and benefits are distributed from the
        Trust to a Participant, the Participant's benefits under this Plan shall
        be reduced to the extent of such distributions.

15.17   LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company is
        aware that upon the occurrence of a Change in Control, the Board (which
        might then be composed of new members) or a shareholder of the Company,
        or of any successor corporation might then cause or attempt to cause the
        Company or such successor to refuse to comply with its obligations under
        the Plan and might cause or attempt to cause the Company to institute,
        or may institute, litigation seeking to deny Participants the benefits
        intended under the Plan. In these circumstances, the purpose of the Plan
        could be frustrated. Accordingly, if, following a Change in Control, it
        should appear to any Participant that the Company or any successor
        corporation has failed to comply with any of its obligations under the
        Plan or any agreement thereunder or, if the Company or any other person
        takes any action to declare the Plan void or unenforceable or institutes
        any litigation or other legal action designed to deny, diminish or to
        recover from any Participant the benefits intended to be provided, then
        the Company irrevocably authorizes such Participant to retain counsel of
        his or her choice at the expense of the Company to represent such
        Participant in connection with the initiation or defense of any
        litigation or other legal action, whether by or against the Company or
        any director, officer, shareholder or other person affiliated with the
        Company or any successor thereto in any jurisdiction.



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                                      -27-
<PAGE>

IN WITNESS WHEREOF, the Company has signed this Plan document effective as of
January 1, 2003.




                                          Alion, a Delaware corporation


                                          By:    /s/ BAHMAN ATEFI
                                                 -------------------------------


                                          Title: Chief Executive Officer
                                                 -------------------------------













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                                      -28-