SEPARATION AGREEMENT AND GENERAL RELEASE

EXHIBIT 10.51 SEPARATION AGREEMENT AND GENERAL RELEASE           This Separation Agreement and General Release ("Agreement") is entered into by and between Leroy R. Goff, III ("Employee") and Alion Science and Technology Corporation ("Alion" or the "Company") as of the latest date of execution by the parties to this Agreement (the "Effective Date"). This Agreement supersedes any prior employment agreements or arrangements Employee may have entered into with Alion or its subsidiaries, affiliates, successors, assigns or predecessors in interest, including without limitation the Employment Agreement between Employee and Alion dated June 28, 2007, as amended (the "Employment Agreement"), except as otherwise provided in this Agreement; provided, however, that the Employee Intellectual Property Agreement between Employee and Alion, dated December 19, 2002, shall remain in full force and effect.           In consideration of the mutual covenants, agreements and representations contained herein, the adequacy of which is hereby acknowledged, the parties hereto expressly and intentionally bind themselves as follows:       1.  SEPARATION OF EMPLOYEE           Employee hereby agrees that he will announce his departure from Alion and has notified Alion as of October 24, 2008 (the "Notification Date") that his employment as Senior Vice President, Sector Manager for the Defense Operations Integration Sector of Alion and his status as a full-time employee will cease. Alion and Employee agree that Employee shall remain an "adjunct" employee with Alion, as defined in Alion’s policies, in an untitled position until the first anniversary of the Notification Date (the "Separation Date"). Employee voluntarily resigns from full-time employment with the Company effective upon the Separation Date, and the Company hereby accepts Employee’s resignation. Employee expressly acknowledges that, upon the occurrence of the Separation Date, he will no longer be an employee of Alion. Except as provided in Paragraph 2 below, effective as of the Separation Date, Employee shall not be eligible for further pay or benefits, including without limitation any benefits under any severance pay plan applicable to him as an employee of Alion, except as provided in this Agreement. From the period of the Notification Date through the Separation Date, and in consideration for the Salary Continuation Payments (as defined below) Employee shall provide such services to Alion as the Company may reasonably request. Unless such request is made, and except as otherwise expressly permitted by Alion’s Chief Executive Officer, Employee shall not perform any other work for Alion, shall cease all of his activities in connection with his duties at Alion, shall have no authority to act on behalf of or bind Alion and shall not represent to any third party or to any employee, agent or representative of Alion that he has any title, role or authority to act for or on behalf of Alion. In addition, effective on the Notification Date, Employee expressly resigns from all offices, directorships and fiduciary positions with the Company or any related entities.

      2.  PAYMENTS BY ALION           (a) For the period from the Notification Date through the Separation Date, Employee shall remain on the Company’s payroll at his current prorated annual base salary ("Salary Continuation Payments").           (b) In addition to the Salary Continuation Payments, the Company shall pay to Employee the amount equal to $13,145.00 representing all amounts due for the vested and prorated unvested shares of Stock Appreciation Rights ("SAR") under the Company’s SAR Plan.           (c) If Employee signs and does not revoke this Agreement, then, subject to the following paragraph and Paragraph 2(g) below, Alion shall make the following payments ("Severance Installment Payments") to Employee:

          (d) Notwithstanding the foregoing, the Company’s obligation to pay the Salary Continuation Payments, Bonus Amount and/or Severance Payments, to the extent not already paid, shall cease immediately and such payments will be forfeited if Employee violates any condition set forth in Paragraph 5, 6 7 or 8.           (e) Employee shall be permitted to continue the use of the automobile under the Company’s current automobile lease for Employee until the Separation Date. On or before close of business on the Separation Date, Employee shall return the automobile, along with all accessories purchased or reimbursed by the Company, to the Company’s Director of Human Resources. As of one (1) day after the Separation Date, any insurance coverage on behalf of Employee with regard to such automobile shall cease at the Company’s discretion.           (f) Except as provided in this Agreement or under the terms of an applicable employee benefit plan, no further payments shall be made to Employee.           (g) The Company shall withhold such tax, payroll and other amounts from payments under this Agreement as Employee authorizes or the Company reasonably believes to

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be required by law. Employee shall be solely responsible for payment of his own taxes, including any taxes arising under Internal Revenue Code Section 409A. The Company has not provided and will not provide tax advice to Employee.       3.  EMPLOYMENT BENEFITS           (a) Employee agrees and acknowledges that his participation in any 401(k) Plan, short-term and long-term Disability Plans, or any other benefit plans made available to him as an Alion employee, and his participation in and entitlement to any and all other benefits in which he is currently enrolled, but which are not specifically addressed in this Agreement, will terminate on the Separation Date.           (b) Employee’s participation in the Alion medical, dental, vision and other insurance plans shall cease as of the Notification Date; provided that, to the extent that Employee is eligible for and elects to receive medical and/or dental benefits pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act ("COBRA") for himself and/or any qualifying beneficiaries, the Company shall pay on Employee’s behalf, or reimburse Employee for, the amount of the applicable COBRA that exceeds the amount of premium payable by Employee for the same level of coverage immediately prior to the Effective Date. Any such COBRA premium payment by the Company that constitutes taxable income to Employee shall be grossed up by the Company, assuming an applicable income tax rate of forty percent (40%). Payments under this paragraph shall cease at the earlier of (i) the end of the first month in which Employee is no longer eligible for COBRA for any reason (other than death or eligibility for Medicare, provided that COBRA coverage continues for any qualified beneficiary), or (ii) Eighteen (18) months after the Notification Date. Employee shall notify the Company as soon as practicable after he ceases to be eligible for COBRA coverage due to coverage under the group health plan of another employer.           (c) Except as otherwise provided in this Agreement, Employee waives any right of participation in, or additional benefits under, the employee benefit, fringe benefit and compensation plans of Alion with respect to any period after the Separation Date.       4.  GENERAL RELEASE AND FORFEITURE BY EMPLOYEE           (a) Employee hereby releases and forever discharges Alion, its subsidiaries, affiliates, insurers, predecessors, successors, and assigns, and the directors, officers, shareholders, employees, representatives and agents of each of the foregoing (collectively "Releasees") of and from the following:           (i) Any and all claims, demands, and liabilities whatsoever of every name and nature (other than those arising directly out of this Agreement), including, without limitation, those with respect to Employee’s employment by Alion, or the terms and conditions of employment, benefits or compensation, or termination of his employment, which Employee has or ever had against Releasees; and           (ii) Without limitation, any and all claims known or unknown as of the date of execution of this Agreement for tortious injury, breach of contract, and/or

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wrongful discharge (including, without limitation, any claim for violation of public policy or constructive discharge), any personal gain with respect to any claim arising under the qui tam provisions of the False Claims Act, 31 U.S.C. 3730 or any other whistleblower claim, all claims for infliction of emotional distress, all claims for slander, libel, or defamation of character, and all claims for reinstatement, back pay, front pay, compensatory or punitive damages, severance pay, attorneys’ fees, or costs, as related to Employee’s employment by Alion, or the terms and conditions or termination of his employment, benefits or compensation, or termination of such employment; and           (iii) Without limitation, any and all claims known or unknown based upon any allegation of employment discrimination, including, without limitation, discrimination on the basis of race, color, sex, sexual orientation, age (including any claim pursuant to the federal Age Discrimination in Employment Act), religion, disability, national origin or any other classification protected under