EMPLOYMENT AGREEMENT

1.

EMPLOYMENT : The Employee beginning as of June 1, 2009 will be employed as SRA Chief Financial Officer and an SRA Executive Vice President; provided that, at any time at the sole discretion of the President and Chief Executive Officer (the “CEO”) of SRA, the Employee instead may be employed as managerial lead for an operating sector of SRA or its affiliates reporting (at the discretion of the CEO) to the President or to the Chief Operating Officer (herein referred to as an “Operating Sector Leader”). In each case, the Employee’s employment will be subject to a decision by SRA to end his employment at any time. This employment is strictly at-will, meaning that SRA may terminate the employment relationship at any time, with or without advance notice, for any reason or no reason. The at-will nature of this employment relationship cannot be altered in any way without an express written agreement signed by both the Employee and the CEO of SRA. Nothing herein shall in any way limit the right of the CEO of SRA at his sole discretion from time to time to establish or modify the SRA operating sectors, and no rights shall be created as a consequence thereof. This Agreement shall be subject to fulfillment to the satisfaction of SRA of the following conditions precedent: (a) successful completion of a background investigation and continued eligibility for the required security clearance; (b) execution of a Nonstatutory Stock Option Agreement and a Restricted Stock Agreement; (c) execution of a Non-Disclosure, Non-Solicitation and Assignment of Inventions Agreement and other standard documentation for our new employees; and (d) approval of the SRA Compensation Committee and of the SRA Board of Directors.

2.

RESPONSIBILITIES AND OBLIGATIONS : Subject to the terms and conditions herein, the Employee shall continue to serve in the capacity of Chief Financial Officer reporting to the CEO (or, as provided in Section 1 above, as an Operating Sector Leader reporting (at the discretion of the CEO) to the President or to the Chief Operating Officer) and shall have such duties and responsibilities as the CEO shall from time to time assign to him. The Employee shall devote his full time, attention and energies to the business and interests of SRA. The Employee shall not become involved with any other business entity, whether as an employee, consultant, director or in any other capacity, without the prior written consent of the CEO of SRA. This restriction on outside employment is not intended to limit Employee’s service (without SRA liability or indemnity) on the Boards of Directors of schools, community associations, or other similar nonprofit roles, provided that there is no conflict between such outside activities and the substance of his work on behalf of SRA or his commitment to full-time work on behalf of SRA and provided that Employee notifies the CEO of SRA of his intent to undertake such outside activities.

3.

COMPENSATION AND BENEFITS : As compensation for the services to be provided under this Agreement, the Employee shall be paid and provided certain benefits as follows:

(a)

Signing Bonus; Annual Salary; Bonus : SRA will pay the Employee a signing bonus of $15,000 no later than June 30, 2009 and will pay the Employee an annual salary of $390,000, subject to such terms and conditions as the CEO of SRA and the Compensation Committee of the SRA Board of Directors (the “Compensation Committee”) may specify. The Employee first will be eligible for a review of his salary by the CEO of SRA and the Compensation Committee beginning at six months following the date hereof. SRA may, in its sole discretion, also pay the Employee a bonus of up to eighty percent (80%) of such annual salary, with the amount of the bonus (if any) being determined based upon the achievement of company and individual goals set by the CEO of SRA and the Compensation Committee and otherwise subject to the terms and conditions of the Cash Incentive Plan (which currently includes, without limitation, payments of seventy percent (70%) of any awarded bonus during the calendar year of award, followed by fifteen percent (15%) during each of the subsequent two years, subject to continued employment), as such plan may be modified from time to time in the sole discretion of the Compensation Committee. For FY09, Employee will be eligible for a pro rata bonus based on period of employment with SRA during such fiscal year (and otherwise on the foregoing terms and conditions.) Such signing bonus, salary and bonus shall be payable in accordance with SRA normal payroll practices, less such deductions and withholdings as are required by applicable law and any additional tax withholdings or optional insurance deductible and similar amounts as are requested by the Employee, and shall be subject to periodic adjustment in accordance with procedures of the Compensation Committee and the CEO of SRA. Should the Employee’s employment with SRA terminate for any reason prior to the payment of all or any portion of any bonus under this Subsection, then, except as otherwise expressly

provided herein, the Employee will not be eligible to receive payment of such bonus (or any unpaid portion thereof).

(b)

Special Grant of Restricted Stock and Stock Options : Subject to the SRA Board of Directors’ approval at its next regular meeting (and no later than October 1, 2009) and the Employee’s continued employment on the date of grant, the Employee shall receive a grant of 6700 shares of restricted stock and 56,100 stock options (with exercise price as set by the SRA Board of Directors). The terms and conditions set forth in the SRA 2002 Stock Incentive Plan and the Employee’s award agreement (which the Employee agrees to execute as a condition of the grants), including but not limited to eligibility, vesting (with vesting to occur in equal annual amounts over a period of four years from the date of award) and repurchase, shall govern all aspects of these grants. Any grants described herein shall be reduced by such deductions and withholdings as are required by applicable law. Employee will be eligible for any further annual equity grants by the SRA Board of Directors (in its sole discretion) beginning following FY10.

(c)

Other Benefits : The Employee shall be entitled to participate in all employee benefit programs that other employees at the same level as the Employee are entitled to participate in, subject to the eligibility requirements and other provisions of such programs. SRA retains the right at any time to alter, modify or terminate such benefits in its sole discretion and without advance notice to the Employee.

(d)

Personal and Holiday Leave : The Employee shall be entitled to receive personal and holiday leave in the same amount and under the same conditions as SRA generally provides to its employees holding positions similar to that of the Employee (currently expected to be annually twenty-five days of personal leave and nine holidays); provided that SRA retains the right at any time to alter, modify or terminate such leave benefits in its sole discretion and without advance notice to the Employee.

(e)

“Double Trigger” Change in Control Vesting : If a Change in Control (as defined below) occurs, the Employee is employed by SRA (or successor thereto) immediately prior to such Change of Control and, as a result of such Change in Control, either:

(i)

SRA Becomes Subsidiary and No Employment Offer : SRA (or successor thereto) becomes a subsidiary of the acquiring entity or an affiliate of the acquiring entity and the Employee is not offered (or does not otherwise retain) the position (regardless of actual title) having substantially all of the material responsibilities of Chief Financial Officer of the entity that is the ultimate parent of SRA (or successor thereto) or of an Operating Sector Leader of such entity, SRA or successor thereof; or

(ii)

SRA Does Not Become Subsidiary and No Employment Offer or Retention : The preceding clause (i) does not apply, but the Employee is

not offered (or does not otherwise retain) the position (regardless of actual title) having substantially all of the material responsibilities of Chief Financial Officer or of an Operating Sector Leader of SRA (or its successor) as of the date of the Change in Control;

then either:

(iii)

Division Level or Similar Employment Offer; 80%/20% Vesting : If in connection with such Change in Control the Employee nonetheless is offered (or otherwise retains) the position (regardless of actual title) having substantially all of the material responsibilities of either (x) Chief Financial Officer of an entity or division of annual revenue size equal or greater than that of SRA immediately prior to the Change in Control or (y) an Operating Sector Leader of a sector of annual revenue size roughly comparable to or greater than that of an SRA sector immediately prior to the Change in Control, then eighty percent (80%) of the unvested nonqualified (or nonstatutory) stock options and shares of restricted stock held by the Employee as of the date of such Change in Control shall vest in full as of the date of the Change in Control, and, provided the Employee remains employed by SRA or successor thereto as of the one-year anniversary date of the Change in Control, the remaining twenty percent (20%) of such unvested nonqualified (or nonstatutory) stock options and shares of restricted stock held by the Employee as of the date of such Change in Control shall vest in full as of such one-year anniversary date of the Change in Control ; or

(iv)

No Division Level or Similar Employment Offer/100% Vesting : In any case in which (iii) above is not applicable, all of the nonqualified (or nonstatutory) stock options and shares of restricted stock held by the Employee as of the date of a Change in Control shall vest in full as of the date of the Change in Control.

(f)

For the purpose of this Agreement, “Change in Control” shall mean any of the following:

(i)

New Significant Shareholder : Any Person (such term being used herein with the same meaning as defined in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended to include syndicates or groups) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of SRA representing thirty-five percent (35%) or more of the combined voting power of then outstanding securities of SRA; provided , however , that:

(A)

such Person shall not include (w) SRA or any subsidiary of SRA, (x) a corporation or other entity owned, directly or indirectly, by the shareholders of SRA in substantially the same proportions as their

ownership of SRA, (y) an employee benefit plan (or related trust) sponsored or maintained by SRA or any subsidiary of SRA, or (z) Ernst Volgenau, William Brehm or any “Permitted Transferee” (used herein as defined in the Amended and Restated Certificate of Incorporation of SRA International, Inc.) of either Mr. Volgenau or Mr. Brehm so long as such transferee continues to so qualify as a Permitted Transferee; and

(B)

no crossing of such 35% threshold shall be a “Change in Control” if it is caused (x) solely as a result of an acquisition by SRA of its voting securities or (y) solely as a result of an acquisition of voting securities of SRA directly from SRA, in either case until such time thereafter as such Person acquires additional voting securities other than directly from SRA, and, after giving effect to such transaction, such Person owns securities representing 35% or more of the combined voting power of then outstanding securities of SRA;

(ii)

Material Change in Board of Directors : Individuals who, as of the date hereof, constitute the Board of Directors of SRA (the “Board”; such individuals being referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by SRA shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934 (the “34 Act”) relating to the election of the directors of SRA) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or

(iii)

Merger or Asset Sale and Material Change in Shareholders and Board : A merger, consolidation, reorganization or share exchange, or sale of all or substantially all of the assets, of SRA, unless, immediately following such transaction, all of the following shall apply: (A) all or substantially all of the beneficial owners of SRA immediately prior to such transaction will beneficially own in substantially the same proportions, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such transaction (including, without limitation, a corporation or other entity which, as a result of such transaction, owns SRA or all or substantially all of the SRA assets, either directly or through one or more subsidiaries) (the “Successor Entity”), (B) no Person (other than Ernst Volgenau, William Brehm or any Permitted Transferee of either Mr. Volgenau or Mr. Brehm so long as such transferee continues to so qualify as a Permitted Transferee) will be the beneficial owner, directly or

indirectly, of 35% or more of the combined voting power of the then outstanding voting securities of the Successor Entity, and (C) at least a majority of the members of the board of directors of the Successor Entity will be Incumbent Directors.

All terms used in this Section shall be interpreted in a manner consistent with the ‘34 Act.

4.

TERMINATION : The Employee’s employment with SRA may be terminated by either party as set forth below.

(a)

Termination for Cause by SRA : SRA may immediately terminate the Employee’s employment if any of the following events of “cause” shall occur, and in that event shall have no further responsibility to the Employee other than payment of wages earned prior to the termination of his employment: (i) a breach by the Employee of any of the terms and conditions of this Agreement; (ii) any allegation reasonably deemed by SRA to be credible of, or other circumstances reasonably believed by SRA to constitute, any of the following: an act of fraud, embezzlement, misappropriation of assets, dishonesty or disloyalty by the Employee, Employee’s noncompliance with any state or federal law, rule or regulation (including, without limitation, any law relating to protection of civil rights or against discrimination), a crime or misdemeanor by Employee (including any involving moral turpitude), Employee’s negligence or misconduct in performing his duties or obligations, Employee’s disregard for or breach of any SRA polices or procedures, an Employee public action or statement that may harm SRA reputation or SRA relationship with any of its customers, shareholders or employees, or Employee’s retaliation against any SRA employee or other person for alleging violation of any laws or SRA policies or procedures; or (iii) the failure to maintain the Employee’s eligibility for the government clearances required to perform his duties.

(b)

Termination Without Cause by SRA : SRA may terminate the Employee’s employment with SRA for any reason other than those set forth in the preceding subsection by providing the Employee with fourteen (14) days notice of termination.

(c)

Voluntary Termination by the Employee : The Employee may voluntarily terminate this Agreement upon at least ninety (90) days advance written notice.

(d)

Termination for Good Reason by Employee : For purposes of this Agreement, the Employee’s termination of his employment with SRA shall be deemed to be for “Good Reason” if the Employee shall show any of the following has occurred:

(i)

A clear and material diminution in both the Employee’s direct reporting relationship and general managerial authorities as contemplated by Section 2 of this Agreement; or

(ii)

A material change in the Employee’s principal place of employment such that the Employee’s commuting distance as of the date of this Agreement increases by more than fifty (50) miles.

Employee must give SRA written notice of any Good Reason termination of employment. Such notice must be given within thirty (30) days following his knowledge of the first occurrence of a Good Reason circumstance set forth above. Such notice must specify which of the circumstances set forth above the Employee is relying on and the particular action(s) or inaction(s) giving rise to such circumstance. The Good Reason termination shall not be effective if, within ninety (90) days of SRA receipt of such notice, SRA remedies the circumstance(s) giving rise to the notice, or if the Employee’s Termination Date does not occur within thirty (30) days after the end of the ninety (90)-day period provided to SRA to remedy the circumstances giving rise to the notice.

(e)

Death or Disability of Employee : In the event of the Disability of the Employee during his employment with SRA, SRA shall have the right to terminate his employment and this Agreement on fourteen (14) days’ advance written notice. “Disability” means a physical or mental impairment which prevents, or can reasonably be expected to prevent, the Employee from performing the essential functions of his position for a total of ninety (90) calendar days, as determined by SRA.

In the event of the Death of the Employee during his employment with SRA, the Employee’s employment will immediately cease.

(f)

Return of Documents : In the event of termination of this Agreement for any reason, the Employee agrees to immediately return to SRA all property, documents or other written materials and the like which SRA may have furnished to