SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM 10-K
                                   (Mark One)
       |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                        Commission File Number: 001-31258

                             -----------------------

                        ANTEON INTERNATIONAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


                               Delaware 13-3880755
                (State or Other Jurisdiction of (I.R.S. Employer
               Incorporation or Organization) Identification No.)

                              3211 Jermantown Road
                             Fairfax, VA 22030-2801
                    (Address of Principal Executive Offices)

                                 (703) 246-0200
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
                     Common Stock, $0.01 par value per share

    Name of each exchange on which registered: New York Stock Exchange (NYSE)

           Securities registered pursuant to Section 12(g) of the Act:
                                      None

                             -----------------------
           Indicate  by check  mark  whether  the  registrant  (1) has filed all
    reports  required  to be filed  by  Section  13 or  15(d) of the  Securities
    Exchange  Act of 1934 during the  preceding  12 months (or for such  shorter
    period that the registrant  was required to file such reports),  and (2) has
    been subject to such filing  requirements  for the past 90 days.

                           Yes |X|   No |_|

          Indicate by check mark whether the  registrant  (1) is an  accelerated
     filer (as defined in Rule 12b-2 of the Act). Yes |_| No |X|


         The aggregate  market value of the voting stock held by  non-affiliates
    of the registrant as of June 30, 2002 was $491,132,028 (based on the closing
    price of $25.28  per share on June 28,  2002,  as  reported  by the New York
    Stock  Exchange-  Corporate   Transactions).   For  this  computation,   the
    registrant  excluded  the market  value of all  shares of its  common  stock
    reported as beneficially  owned by named executive officers and directors of
    the  registrant;  such  exclusion  shall  not be  deemed  to  constitute  an
    admission that any such person is an "affiliate" of the registrant.


         Indicate by check mark if disclosure of delinquent  filers  pursuant to
    Item  405 of  Regulation  S-K  (Section  229.405  of  this  chapter)  is not
    contained  herein,  and will not be contained,  to the best of  registrant's
    knowledge,  in definitive  proxy or information  statements  incorporated by
    reference in Part III of this Form 10-K or any  amendment to this Form 10-K.
    |_|


    There were 34,452,928  shares of common stock outstanding as of February 25,
2003.




<PAGE>



                           FORWARD-LOOKING STATEMENTS

         This Form 10-K includes and  incorporates by reference  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements  relate to analyses and other information which are based
on forecasts of future  results and  estimates of amounts not yet  determinable.
These statements also relate to our future  projects,  developments and business
strategies.

         These  forward-looking  statements are identified by their use of terms
and phrases such as  "anticipate,"  "believe,"  "could,"  "estimate,"  "expect,"
"intend,"  "may,"  "plan,"  "predict,"  "project,"  "will" and similar terms and
phrases,  and may also include  references to assumptions.  These statements are
contained  in the sections  entitled  "Management's  Discussion  and Analysis of
Financial Condition and Results of Operations," "Business" and other sections of
this Form 10-K.

         Such forward-looking statements include, but are not limited to:

     o    funded backlog;

     o    estimated contract value;

     o    our  expectations  regarding  the  Federal  government's   procurement
          budgets and reliance on outsourcing of services; and

     o    our financial  condition and  liquidity,  as well as future cash flows
          and earnings.

     Although we believe that the expectations  reflected in the forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes  responsibility  for the accuracy and completeness of these  statements.
These  statements  are only  predictions.  Actual  events or results  may differ
materially.  In evaluating these statements,  you should  specifically  consider
various factors, including the following:

     o    changes in general economic and business conditions;

     o    changes in federal government procurement laws, regulations,  policies
          and budgets;

     o    the number and type of contracts and task orders awarded to us;

     o    technological changes;

     o    the  integration  of  acquisitions  without  disruption  to our  other
          business activities;

     o    the ability to attract and retain qualified personnel;

     o    competition;

     o    our ability to retain our contracts during any rebidding process; and

     o    the other factors outlined under "Risk Factors."

         If one or more of  these  risks  or  uncertainties  materialize,  or if
underlying assumptions prove incorrect,  actual results may vary materially from
those  expected,  estimated  or  projected.  We do not  undertake  to update our
forward-looking   statements  or  risk  factors  to  reflect  future  events  or
circumstances.




                                       1
<PAGE>



                                  RISK FACTORS

                          Risks related to our business

     Federal  Government  Contracting  Risks--Our  business  could be  adversely
affected by significant  changes in the  contracting  or fiscal  policies of the
U.S. federal government.

     We derive  substantially  all of our revenues from  contracts with the U.S.
federal government or subcontracts under federal government prime contracts, and
we believe that the success and  development  of our business  will  continue to
depend on our successful  participation in federal government contract programs.
Accordingly,  changes in federal government  contracting policies could directly
affect our  financial  performance.  Among the  factors  that  could  materially
adversely affect our federal government contracting business are:

     o    budgetary constraints affecting federal government spending generally,
          or specific  departments  or agencies  in  particular,  and changes in
          fiscal policies or available funding;

     o    changes in federal government programs or requirements;

     o    curtailment  of the federal  government's  use of technology  services
          firms;

     o    the adoption of new laws or regulations;

     o    technological developments;

     o    federal  governmental  shutdowns  and  other  potential  delays in the
          government appropriations process;

     o    delays in the payment of our invoices by  government  payment  offices
          due to problems with, or upgrades to, government  information systems,
          or for other reasons;

     o    competition and consolidation in the information  technology industry;
          and

     o    general economic conditions.

     These or other factors could cause federal governmental  agencies, or prime
contractors  where we are acting as a  subcontractor,  to reduce their purchases
under  contracts,  to exercise  their  right to  terminate  contracts  or not to
exercise options to renew contracts,  any of which could have a material adverse
effect on our financial  condition and  operating  results.  Many of our federal
government  customers are subject to stringent  budgetary  constraints.  We have
substantial  contracts in place with many federal departments and agencies,  and
our  continued  performance  under  these  contracts,  or  award  of  additional
contracts  from  these  agencies,  could be  materially  adversely  affected  by
spending reductions or budget cutbacks at these agencies.

     EarlyTermination  of Contracts--  Our federal  government  contracts may be
terminated by the government at any time prior to their completion, and if we do
not replace them, our operating results may be harmed.

     We derive  substantially  all of our revenues from U.S. federal  government
contracts  and  subcontracts  under  federal  government  prime  contracts  that
typically are awarded  through  competitive  processes and span one or more base
years and one or more option years. The option periods typically cover more than
half of the contract's potential duration. Federal government agencies generally
have the right not to exercise these option periods. In addition,  our contracts
typically also contain  provisions  permitting a government  client to terminate
the contract on short notice,  with or without cause. A decision not to exercise
option periods or to terminate contracts would reduce the profitability of these
contracts to us. Our contractual costs and revenues are subject to adjustment as
a result of federal government audits. See "Contracts Subject to Audit."



                                       2
<PAGE>

     Upon contract expiration,  if the customer requires further services of the
type  provided by the  contract,  there is  frequently a  competitive  rebidding
process and there can be no assurance  that we will win any  particular  bid, or
that we will be able to replace business lost upon expiration or completion of a
contract. The unexpected termination of one or more of our significant contracts
could result in significant revenue shortfalls. The termination or nonrenewal of
any of our significant contracts,  short-term revenue shortfalls, the imposition
of fines or damages or our  suspension  or debarment  from bidding on additional
contracts could harm operating results for those periods.



     Most  federal  government   contract  awards  are  subject  to  protest  by
competitors.  If specified  legal  requirements  are  satisfied,  these protests
require the federal agency to suspend the contractor's  performance of the newly
awarded contract  pending the outcome of the protest.  These protests could also
result in a requirement to resubmit bids for the contract or in the termination,
reduction or modification of the awarded contract.

     Contracts Subject to Audit--Our  business could be adversely  affected by a
negative  audit by the Defense  Contract  Audit Agency.  We could be required to
reimburse  the U.S.  federal  government  for costs that we have expended on our
contracts and our ability to compete  successfully for future contracts could be
materially impaired.

     The Defense  Contract  Audit  Agency,  or the "DCAA," and other  government
agencies routinely audit and investigate  government  contracts.  These agencies
review a contractor's performance on its contract, cost structure and compliance
with  applicable  laws,  regulations  and  standards.  The DCAA also reviews the
adequacy of, and a contractor's  compliance  with, its internal  control systems
and  policies,  including the  contractor's  purchasing,  property,  estimating,
compensation  and  management   information  systems.  Any  costs  found  to  be
improperly  allocated to a specific contract will not be reimbursed,  while such
costs  already  reimbursed  must be  refunded.  Therefore,  a DCAA  audit  could
materially  affect  our  competitive   position  and  result  in  a  substantial
adjustment to our revenues.  If a government audit uncovers  improper or illegal
activities, we may be subject to civil and criminal penalties and administrative
sanctions,   including   termination  of  contracts,   forfeitures  of  profits,
suspension of payments,  fines and  suspension or debarment  from doing business
with the federal government.  In addition,  we could suffer serious reputational
harm if allegations of impropriety were made against us. If we were suspended or
debarred  from  contracting  with  the  federal  government  generally,  or  any
significant  agency in the intelligence  community or Department of Defense,  if
our reputation or relationship with government agencies were impaired, or if the
government  otherwise ceased doing business with us or  significantly  decreased
the  amount  of  business  it does  with  us,  our  operating  results  would be
materially harmed.

     Contract Types and Risks--Our estimates of the time, resources and expenses
required to complete our contractual commitments may not be accurate.

     We  enter  into  three  principal  types  of  contracts  with  the  federal
government: cost-plus, time and materials and fixed price. For the twelve months
ended  December  31,  2002,  approximately  35% of our  federal  contracts  were
cost-plus,  37% were time and materials and 28% were fixed price (a  substantial
majority  of which were fixed  price  level of  effort).  Under  cost-plus  type
contracts, which are subject to a contract ceiling amount, we are reimbursed for
allowable  costs  and  paid a fee,  which  may be fixed  or  performance  based.
However, if our costs exceed the contract ceiling, funding has not been received
or costs are not  allowable  under the  provisions of the contract or applicable
regulations,  we may not be able to  obtain  reimbursement  for all such  costs.
Under time and materials  contracts,  we are paid for labor at negotiated hourly
billing rates and for certain expenses. There is financial risk to us should our
costs to perform  time and  materials  contracts  exceed the  negotiated  hourly
billing  rates.  Under fixed  price  contracts,  we are  required to perform the
contract tasks at a fixed price  irrespective of the actual costs we incur,  and
consequently,  any costs in excess of the fixed price are  absorbed by us. Fixed
price contracts,  in comparison to cost-plus  contracts,  typically offer higher
profit  opportunities  because we bear the risk of cost-overruns and receive the
benefit of cost savings.  For all contract types,  there is risk associated with
the  assumptions  we use to  formulate  our  pricing of the  proposed  work.  In
addition,  when we serve as a subcontractor under our contracts,  we are exposed
to the risks of delays in payment from the prime  contractor for the services we
provide.

                                       3
<PAGE>

     Risks Under Indefinite Delivery/Indefinite Quantity Contracts, GSA Schedule
contracts and GWACs--Many of our U.S. federal  government  customers spend their
procurement budgets through Indefinite  Delivery/Indefinite  Quantity Contracts,
GSA  Schedule  contracts  and GWACs under  which we are  required to compete for
post-award orders.

     Budgetary pressures and reforms in the procurement process have caused many
U.S. federal  government  customers to increasingly  purchase goods and services
through Indefinite  Delivery/Indefinite Quantity, or "ID/IQ," contracts, General
Services  Administration,  or "GSA," Schedule contracts and other multiple award
and/or  Government  Wide  Acquisition  Contracts,  or  "GWAC,"  vehicles.  These
contract  vehicles have resulted in increased  competition and pricing  pressure
requiring that we make sustained  post-award  efforts to realize  revenues under
the  relevant  contract.  There can be no  assurance  that we will  continue  to
increase revenues or otherwise sell successfully  under these contract vehicles.
Our failure to compete  effectively in this procurement  environment  could harm
our operating results.

     Government  Regulations--We  may be  liable  for  penalties  under  various
procurement rules and regulations.  Changes in government regulations could harm
our operating results.

     Our defense and federal  civil agency  businesses  must comply with and are
affected  by  various  government   regulations.   Among  the  most  significant
regulations are:

          o    the  Federal  Acquisition  Regulations,  and  agency  regulations
               supplemental  to  the  Federal  Acquisition  Regulations,   which
               comprehensively   regulate  the  formation,   administration  and
               performance of government contracts;

          o    the Truth in Negotiations  Act, which requires  certification and
               disclosure  of all  cost  and  pricing  data in  connection  with
               contract negotiations;

          o    the  Cost   Accounting   Standards,   which   impose   accounting
               requirements that govern our right to reimbursement under certain
               cost-based government contracts; and

          o    laws,  regulations and executive  orders  restricting the use and
               dissemination  of information  classified  for national  security
               purposes and the  exportation  of certain  products and technical
               data.

     These  regulations  affect how our customers and we can do business and, in
some  instances,  impose  added costs on our  businesses.  In  addition,  we are
subject to  industrial  security  regulations  of the  Department of Defense and
other federal agencies that are designed to safeguard against foreigners' access
to classified information.  If we were to come under foreign ownership,  control
or influence,  our federal government customers could terminate or decide not to
renew our  contracts,  and it could impair our ability to obtain new  contracts.
Any changes in  applicable  laws and  regulations  could also harm our operating
results. Any failure to comply with applicable laws and regulations could result
in contract termination, price or fee reductions or suspension or debarment from
contracting with the federal government.

     Risks Relating to Reductions or Changes in Military Expenditures--A decline
in the U.S. defense budget may adversely affect our operations.

     Sales under contracts with the U.S. Department of Defense,  including under
subcontracts  having  the  Department  of  Defense  as the  ultimate  purchaser,
represented  approximately  78% and 69% of our sales for the twelve months ended
December  31,  2002  and  for  the  twelve  months  ended   December  31,  2001,
respectively.  The U.S.  defense  budget  declined from time to time in the late
1980s and the early 1990s, resulting in a slowing of new program starts, program
delays and program  cancellations.  These reductions caused most defense-related
government  contractors to experience declining revenues,  increased pressure on
operating margins and, in some cases, net losses. While spending  authorizations
for  defense-related  programs by the government have increased in recent years,
and in particular after the September 11, 2001 terrorist attacks, these spending
levels  may  not  be  sustainable,   and  future  levels  of  expenditures   and
authorizations  for those  programs may  decrease,  remain  constant or shift to
programs  in  areas  where  we do not  currently  provide  services.  A  general
significant decline in military expenditures could harm our operating results.

                                       4
<PAGE>

     We are not able to guarantee that contract orders included in our estimated
contract value will result in actual revenues in any particular fiscal period or
that the actual  revenues from such contracts will equal our estimated  contract
value.

     There can be no  assurance  that any  contracts  included in our  estimated
contract  value  presented in this filing will result in actual  revenues in any
particular period or that the actual revenues from such contracts will equal our
estimated contract value.  Further,  there can be no assurance that any contract
included  in our  estimated  contract  value  that  generates  revenue  will  be
profitable.  Our estimated  contract value consists of funded backlog,  which is
based upon amounts actually  appropriated by a customer for payment of goods and
services, and unfunded contract value, which is based upon management's estimate
of the future potential of our existing contracts  (including  contract options)
to generate  revenues.  These  estimates are based on our experience  under such
contracts and similar contracts, and we believe such estimates to be reasonable.
However,  there can be no assurances  that all of such estimated  contract value
will be recognized as revenue.

     In addition,  the federal  government's  ability to select multiple winners
under ID/IQ contracts and GWACs, as well as its right to compete subsequent task
orders  among such  multiple  winners,  means that  there is no  assurance  that
certain of our existing  contracts  will result in actual orders.  Further,  the
federal government enjoys broad rights to unilaterally  modify or terminate such
contracts and task orders, including the right not to exercise options to extend
multi-year contracts through the end of their potential terms. Accordingly, most
of our  existing  contracts  and task  orders are  subject to  modification  and
termination at the federal  government's  discretion.  In addition,  funding for
orders from the federal  government is subject to approval on an annual basis by
Congress pursuant to the appropriations process.

     Government Intent to Replace Legacy Systems--Our business will be harmed if
government  agencies are  unwilling to replace or  supplement  expensive  legacy
systems.

     Government  agencies  have spent  substantial  resources  over an  extended
period of time to develop  computer  systems and to train their personnel to use
them.  These  agencies may be reluctant  to abandon or  supplement  these legacy
systems with Internet and other advanced  technology systems because of the cost
of developing them or the additional cost of re-training  their personnel.  Such
reluctance  would make it more difficult to acquire new  contracts,  which would
harm our business prospects.

     Reliance on Subcontractors--We regularly employ subcontractors to assist us
in satisfying  our  contractual  obligations.  If these  subcontractors  fail to
adequately perform their contractual obligations, our prime contract performance
and our ability to obtain  future  business  could be  materially  and adversely
impacted.

     Our  performance  of  government  contracts  may  involve  the  issuance of
subcontracts  to other  companies upon which we rely to perform all or a portion
of the work we are obligated to deliver to our  customers.  There is a risk that
we may have disputes with subcontractors concerning a number of issues including
the quality and  timeliness  of work  performed by the  subcontractor,  customer
concerns  about the  subcontractor,  our  decision not to extend  existing  task
orders or issue new task  orders  under a  subcontract,  or our hiring of former
personnel of a subcontractor.  A failure by one or more of our subcontractors to
satisfactorily deliver on a timely basis the agreed-upon supplies and/or perform
the  agreed-upon  services may  materially  and adversely  impact our ability to
perform  our  obligations  as  a  prime  contractor.   In  extreme  cases,  such
subcontractor   performance   deficiencies   could  result  in  the   government
terminating our contract for default.  A default  termination could expose us to
liability  for  excess  costs  of  reprocurement  by the  government  and have a
material  adverse effect on our ability to compete for future contracts and task
orders.

                                       5
<PAGE>

     Dependence on Key Personnel --If we lose our technical personnel or members
of senior management, our business may be adversely affected.

     Our continued  success  depends in large part on our ability to recruit and
retain the  technical  personnel  necessary  to serve our  clients  effectively.
Competition  for skilled  personnel in the  information  technology  and systems
engineering  services industry is intense and technology service companies often
experience high attrition  among their skilled  employees.  Excessive  attrition
among  our  technical  personnel  could  increase  our costs of  performing  our
contractual obligations,  reduce our ability to efficiently satisfy our clients'
needs and constrain our future  growth.  In addition,  we must often comply with
provisions in federal  government  contracts that require  employment of persons
with specified levels of education, work experience and security clearances. The
loss of any  significant  number of our existing key technical  personnel or the
inability to attract and retain key technical employees in the future could have
a material  adverse effect on our ability to win new business and could harm our
operating  results.  There is also a risk that our efforts to hire  personnel of
our  competitors or  subcontractors  or other persons could lead to claims being
asserted   against  us  that  our  recruitment   efforts   violate   contractual
arrangements or are otherwise wrongful.

     In addition,  we believe that the success of our business  strategy and our
ability to operate profitably depends on the continued  employment of our senior
management team, led by Joseph M. Kampf.  None of our senior management team has
an  employment  contract  with us. If Mr.  Kampf or other  members of our senior
management  team  become  unable  or  unwilling  to  continue  in their  present
positions,  our business and financial  results  could be  materially  adversely
affected.

     Security  Clearance--If we cannot obtain the necessary security clearances,
we may  not be able to  perform  classified  work  for  the  government  and our
revenues may suffer.

     Certain  government  contracts  require  our  facilities  and  some  of our
employees,  to maintain security clearances.  If we lose or are unable to obtain
required  security  clearances,  the client can terminate the contract or decide
not to renew it upon its expiration. As a result, to the extent we cannot obtain
the  required  security  clearances  for our  employees  working on a particular
contract, we may not derive the revenue anticipated from the contract, which, if
not  replaced  with  revenue  from other  contracts,  could  seriously  harm our
operating results.

     Security  Issues--Security  breaches in sensitive  government systems could
result in the loss of clients and negative publicity.

     Many of the systems we develop involve managing and protecting  information
involved  in national  security  and other  sensitive  government  functions.  A
security  breach  in one of  these  systems  could  cause  serious  harm  to our
business,  could result in negative  publicity  and could prevent us from having
further access to such critically sensitive systems or other similarly sensitive
areas for other governmental clients.

     Client  Expectations--We  could lose  revenues  and  clients and expose our
company to liability if we fail to meet client expectations.

     We create,  implement  and  maintain  technology  solutions  that are often
critical  to our  clients'  operations.  If our  technology  solutions  or other
applications  have  significant  defects or errors or fail to meet our  clients'
expectations, we may:

          o    lose future  contract  opportunities  due to receipt of poor past
               performance evaluations from our customers;

          o    have  contracts  terminated  for  default  and be  liable  to our
               customers for reprocurement costs and other damages;

          o    receive negative publicity, which could damage our reputation and
               adversely affect our ability to attract or retain clients; and

                                       6
<PAGE>

          o    suffer claims for substantial  damages against us,  regardless of
               our responsibility for the failure.

     While many of our contracts  limit our liability for damages that may arise
from negligent acts, errors,  mistakes or omissions in rendering services to our
clients,  we cannot be sure that these  contractual  provisions  will protect us
from liability for damages if we are sued.  Furthermore,  our general  liability
insurance  coverage may not continue to be available on  reasonable  terms or in
sufficient  amounts  to cover  one or more  large  claims,  or the  insurer  may
disclaim coverage as to any future claim. The successful  assertion of any large
claim against us could seriously harm our business. Even if not successful, such
claims  could  result  in  significant  legal  and  other  costs  and  may  be a
distraction to management.

     Acquisition  Strategy--We  intend to pursue future  acquisitions  which may
adversely  affect our  business  if we cannot  effectively  integrate  these new
operations.

     We have completed and substantially  integrated five strategic acquisitions
since 1997. The federal government  information technology solutions and systems
engineering   services  industry  remains   fragmented,   and  we  believe  that
acquisition and consolidation  opportunities will continue to present themselves
periodically. We intend to continue to selectively review acquisition candidates
with a focus on  companies  with  complementary  skills  or  market  focus.  Our
continued success may depend upon our ability to integrate any businesses we may
acquire in the future.  The  integration of such  businesses into our operations
may  result  in  unforeseen  operating  difficulties,   may  absorb  significant
management attention and may require significant  financial resources that would
otherwise be available for the ongoing development or expansion of our business.
Such  difficulties  of  integration  may involve the  necessity of  coordinating
geographically  dispersed  organizations,  integrating  personnel with disparate
business backgrounds and reconciling  different corporate cultures. In addition,
in certain acquisitions, federal acquisition regulations may require us to enter
into   contract   novation   agreements   with  the   government,   a  routinely
time-consuming  process.  Government agencies may delay in recognizing us as the
successor  contractor  in these  situations,  thereby  possibly  preventing  our
realization of some of the anticipated benefits of such acquisitions.  There can
be no assurance  that acquired  entities will operate  profitably,  that we will
realize  anticipated  synergies  or  that  these  acquisitions  will  cause  our
operating performance to improve.

     Although  management  regularly  engages in  discussions  with and  submits
acquisition  proposals to  acquisition  targets,  there can be no assurance that
suitable  acquisition  targets  will be  available  in the future on  reasonable
terms. In addition, to the extent that we complete any additional  acquisitions,
no  assurance  can be given that  acquisition  financing  will be  available  on
reasonable  terms or at all, that any new businesses  will generate  revenues or
net income comparable to our existing businesses or that such businesses will be
integrated successfully or operated profitably.

     Potential Undisclosed  Liabilities  Associated with Acquisitions--We may be
subject to certain  liabilities assumed in connection with our acquisitions that
could harm our operating results.

     We conduct due diligence in connection  with each of our  acquisitions.  In
connection  with any  acquisition  made by us, there may be liabilities  that we
fail to discover or that we inadequately assess in our due diligence efforts. In
particular,  to the  extent  that prior  owners of any  acquired  businesses  or
properties  failed to  comply  with or  otherwise  violated  applicable  laws or
regulations,  or failed to fulfill their contractual  obligations to the federal
government or other  customers,  we, as the successor  owner, may be financially
responsible for these violations and failures and may suffer  reputational  harm
or otherwise be adversely  affected.  The discovery of any material  liabilities
associated with our acquisitions could harm our operating results.

     Our Employees may Engage in Improper  Activities with Adverse  Consequences
to our Business.

     As with other  government  contractors,  we are faced with the  possibility
that our employees may engage in misconduct,  fraud or other improper activities
that may have adverse  consequences  to our prospects and results of operations.
Misconduct by employees could include failures to comply with federal government
procurement  regulations,  violation  of  federal  requirements  concerning  the
protection  of  classified  information,  improper  labor and cost  charging  to
contracts  and  misappropriation  of  government  or third  party  property  and
information.  The occurrence of any such employee activities could result in our
suspension or debarment from contracting with the federal government, as well as
the  imposition of fines and  penalties,  which would cause material harm to our
business.



                                       7
<PAGE>

     Risks Associated with International  Operations--Our international business
exposes us to additional risks including exchange rate fluctuations, foreign tax
and legal regulations and political or economic  instability that could harm our
operating results.

     In connection with our international  operations,  (including international
operations under U.S. government contracts),  we are subject to risks associated
with operating in and selling to foreign countries, including:

          o    devaluations and fluctuations in currency exchange rates;

          o    changes in or  interpretations  of foreign  regulations  that may
               adversely  affect  our  ability  to sell all of our  products  or
               repatriate profits to the United States;

          o    imposition of limitations  on  conversions of foreign  currencies
               into dollars;

          o    imposition of limitations on or increase of withholding and other
               taxes on remittances  and other payments by foreign  subsidiaries
               or joint ventures;

          o    compliance with the local labor laws of the countries in which we
               operate;

          o    hyperinflation or political instability in foreign countries;

          o    potential  personal injury to our personnel who may be exposed to
               military conflict situations in foreign countries;

          o    imposition or increase of investment  and other  restrictions  or
               requirements by foreign governments; and

          o    U.S. arms export control  regulations and policies,  which govern
               our ability to supply foreign affiliates and customers.

     Although our international operations are not currently substantial, to the
extent we expand our international operations,  these and other risks associated
with international  operations are likely to increase.  Although such risks have
not harmed our  operating  results in the past,  no assurance  can be given that
such risks will not harm our operating results in the future.

Risks related to our capital structure

Leverage--Our debt could adversely affect our financial health.

     As of December 31, 2002, our debt was $105.7  million.  You should be aware
that  this  level  of debt  could  have  important  consequences.  Below we have
identified  some of the  material  potential  consequences  resulting  from this
amount of debt.

          o    We may be unable  to  obtain  additional  financing  for  working
               capital, capital expenditures, acquisitions and general corporate
               purposes.

          o    A significant  portion of our cash flow from  operations  must be
               dedicated to the repayment of indebtedness,  thereby reducing the
               amount of cash we have available for other purposes.

          o    Our  ability  to  adjust to  changing  market  conditions  may be
               hampered. We may be more vulnerable in a volatile market.

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<PAGE>

     Additional  Borrowings  Available--Despite  current debt levels, we and our
subsidiaries  may still be able to incur  substantially  more  debt.  This could
further increase the risks described above.

     We and our subsidiaries may be able to incur additional indebtedness in the
future. The terms of the indenture  governing our 12% senior  subordinated notes
due 2009, or the "12% Notes," and of our Amended and Restated Credit  Agreement,
or "Credit  Facility,"  limit but do not  prohibit us or our  subsidiaries  from
doing so. As of December  31, 2002,  our Credit  Facility  would have  permitted
additional borrowings of up to $108.3 million. If new debt is added by us or our
subsidiaries, the related risks that we and they now face could intensify.

     Ability to Service Debt--To service our debt, we will require a significant
amount of cash.  Our ability to generate cash depends on many factors beyond our
control.

     You should be aware that our ability to repay or refinance our debt depends
on our successful financial and operating performance. We cannot assure you that
our  business  strategy  will  succeed or that we will  achieve our  anticipated
financial  results.  Our financial and  operational  performance  depends upon a
number of factors, many of which are beyond our control. These factors include:

          o    the  current   economic  and   competitive   conditions   in  the
               information technology industry;

          o    budgetary constraints affecting federal government spending,  and
               changes in fiscal policies or available funding;

          o    federal  government  shutdowns and other potential  delays in the
               government appropriations process;

          o    delays in the  payment  of our  invoices  by  government  payment
               offices  due  to  problems  with,  or  upgrades  to,   government
               information systems, or for other reasons;

          o    any operating difficulties,  operating costs or pricing pressures
               we may experience;

          o    the passage of legislation or other regulatory  developments that
               affect us adversely; and

          o    any delays in implementing any strategic projects we may have.

     If our financial  performance  declines and we are unable to pay our debts,
we will be  required  to  pursue  one or more  alternative  strategies,  such as
selling  assets,  refinancing  or  restructuring  our  indebtedness  or  selling
additional equity capital.  Also, certain  alternative  strategies would require
the consent of our senior secured lenders before we engage in any such strategy.

     Restrictive  Debt  Covenants--The  terms  of our  Credit  Facility  and the
indenture governing our 12% Notes impose significant restrictions on our ability
and that of our subsidiaries to take certain actions which may have an impact on
our business, operating results and financial condition.

     The  indenture and our Credit  Facility  impose  significant  operating and
financial restrictions on us and our subsidiaries and require us to meet certain
financial tests. These restrictions may significantly  limit or prohibit us from
engaging in certain transactions, including the following:

          o    incurring or guaranteeing additional debt;

          o    paying  dividends or other  distributions  to our stockholders or
               redeeming,   repurchasing   or  retiring  our  capital  stock  or
               subordinated obligations;

          o    making investments;

          o    creating liens on our assets;

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<PAGE>

          o    issuing or selling capital stock of our subsidiaries;

          o    transforming or selling assets currently held by us;

          o    engaging in transactions with affiliates; and

          o    engaging in mergers or consolidations.

     The  failure to comply  with any of these  covenants  would cause a default
under the indenture and our Credit  Facility.  A default,  if not waived,  could
result  in  acceleration  of our  debt,  in which  case the  debt  would  become
immediately  due and payable.  If this  occurs,  we may not be able to repay our
debt or borrow  sufficient  funds to  refinance  it.  Even if new  financing  is
available, it may not be on terms that are acceptable to us.

Item 1. BUSINESS

General

     We are a leading provider of information  technology  solutions and systems
engineering  and  integration  services  to  government  clients as  measured by
revenue. We design, integrate, maintain and upgrade state-of-the-art information
systems for national defense,  intelligence,  emergency  response and other high
priority  government  missions.  We also provide many of our government  clients
with the systems analysis,  integration and program  management skills necessary
to manage their mission systems development and operations.

     We currently serve over 800 U.S.  federal  government  clients,  as well as
state and foreign governments. For the twelve months ended December 31, 2002, we
estimate that  approximately 90% of our revenue was from contracts where we were
the lead, or "prime," contractor on our projects.  We provide our services under
long-term contracts that have a weighted average term of 8 years.  Additionally,
we have contracts with an estimated  remaining contract value of $4.3 billion as
of December 31, 2002.

     From  January 1, 1996 to December  31,  2002,  we  increased  revenues at a
compound  annual  growth rate,  or "CAGR," of  approximately  34%. Over the same
period,  revenues grew organically at a 15% compound annual rate (which includes
revenue  growth from acquired  businesses  only after the date of  acquisition).
During 2002, our revenues grew organically at a rate of 16.9%.

         The Federal Government Technology Services Market

     The U.S. federal  government is the largest single customer for information
technology  solutions and systems engineering services in the United States. The
U.S. federal government  technology  services market is large and growing,  with
total  expenditures  of more than  $115.0  billion in the  federal  government's
fiscal year 2002. Government agency budgets for technology services are forecast
to grow at least 5% annually  through  government  fiscal year 2005.  Government
agency  budgets for  information  technology  are  forecast to grow by 12-14% in
2004, based on the President's requested budget.

     Additionally, it is anticipated that technology services spending will grow
an  additional  $6.0  billion  annually  over the next  five  years in the areas
emphasized  by the  U.S.  government's  evolving  military  strategy,  including
homeland security, missile defense,  information security,  logistics management
systems modernization, weapon systems design improvements and military personnel
training.  Defense spending is projected to exceed $365.0 billion in fiscal year
2003, a 10% increase over government fiscal year 2002. The President's  proposed
budget for fiscal year 2004 includes  defense  spending of $380.0 billion,  a 4%
increase over fiscal year 2003, and the largest  Department of Defense budget in
history in actual dollars.  Defense budgets are expected to grow by 32% over the
next six years,  based on the  Department of Defense  spending plan submitted to
Congress.

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<PAGE>

         Government Contracts and Contracting

     The federal  technology  services  procurement  environment  has evolved in
recent years due to statutory and regulatory  changes resulting from procurement
reform  initiatives.  Federal  government  agencies  traditionally have procured
technology solutions and services through agency-specific contracts awarded to a
single  contractor.  However,  the  number of  procurement  contracting  methods
available  to  federal  government  customers  for  services   procurements  has
increased substantially.  Today, there are three predominant contracting methods
through which  government  agencies  procure  technology  services:  traditional
single award  contracts,  GSA Schedule  contracts,  and Indefinite  Delivery and
Indefinite Quantity, or "ID/IQ," contracts.

     Traditional  single award contracts specify the scope of services that will
be delivered and the contractor that will provide the specified  service.  These
contracts  have been the  traditional  method  for  procurement  by the  federal
government.  When  an  agency  has a  requirement,  interested  contractors  are
solicited,  qualified,  and then  provided  with a request for a  proposal.  The
process of qualification,  request for proposals and evaluation of bids requires
the agency to maintain a large,  professional  procurement  staff and can take a
year or more to complete.

     GSA Schedule  contracts  are  listings of services,  products and prices of
contractors maintained by the GSA for use throughout the federal government.  In
order for a company to  provide  services  under a GSA  Schedule  contract,  the
company must be pre-qualified and selected by the GSA. When an agency uses a GSA
Schedule  contract to meet its requirement,  the agency or the GSA, on behalf of
the agency, conducts the procurement. The user agency, or the GSA on its behalf,
evaluates the user agency's  services  requirements  and initiates a competition
limited to GSA Schedule  qualified  contractors.  Use of GSA Schedule  contracts
provides the user agency with  reduced  procurement  time and lower  procurement
costs.

     ID/IQ  contracts are contract  forms  through which the federal  government
creates  preferred  provider  relationships  with  contractors.  These  umbrella
contracts  outline the basic terms and conditions under which the government may
order services.  An umbrella  contract  typically is managed by one agency,  the
sponsoring  agency,  and is  available  for  use by any  agency  of the  federal
government.  The umbrella  contracts are competed within the industry and one or
more contractors are awarded  contracts to be qualified to perform the work. The
competitive  process for procurement of work to be performed under the contract,
called task orders, is limited to the pre-selected  contractor(s).  If the ID/IQ
contract has a single prime  contractor,  the award of task orders is limited to
that single party. If the contract has multiple prime contractors,  the award of
the task order is competitively determined.  Multiple-contractor ID/IQ contracts
that are open for any government  agency to use for the  procurement of services
are commonly  referred to as GWACs. Due to the lower cost,  reduced  procurement
time, and increased  flexibility  of GWACs,  there has been greater use of GWACs
among many agencies for large-scale procurements of technology services.

         Key Factors Driving Growth

     There are several key factors  which we believe will  continue to drive the
growth of the federal technology services market and our business:

          o    Increased  Outsourcing.  The downsizing of the federal government
               workforce,   declining  availability  of  information  technology
               management skills among government  personnel,  and a concomitant
               growth  in the  backlog  of  software  maintenance  tasks at many
               government agencies are contributing to an increase in technology
               outsourcing.  According to the Office of  Management  and Budget,
               spending  on  outsourced   information  technology  solutions  is
               projected  to grow at a rate  substantially  faster than  overall
               federal  government  information  technology   expenditures.   In
               government  fiscal  year 2002,  80% of the  federal  government's
               total  information   technology   solutions  spending  flowed  to
               contractors.  By  government  fiscal  year  2007,  this  rate  of
               outsourcing is projected to increase to 86% of total  information
               technology spending.

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<PAGE>

          o    Government  Efficiency   Initiatives.   Political  pressures  and
               budgetary  constraints are forcing government agencies to improve
               their  processes  and  services  and to operate in a manner  more
               consistent with commercial enterprises. To meet these challenges,
               government   agencies  are  investing   heavily  in   information
               technology to improve  effectiveness,  enhance  productivity  and
               deliver new services.

          o    Continued  Dependence  on Commercial  Off-the-Shelf  Hardware and
               Software.  The federal  government has increased its use of lower
               cost, open architecture  systems using commercial  off-the-shelf,
               or "COTS,"  hardware and software,  which are rapidly  displacing
               the single purpose,  custom systems  historically  favored by the
               federal   government.   The  need  for  COTS  products  and  COTS
               integration  services is  expected to increase as the  government
               seeks to ensure the future  compatibility  of its systems  across
               agencies.  In  addition,  the  continued  shortening  of software
               upgrade  cycles  is  expected  to  increase  the  demand  for the
               integration of new COTS products.

          o    Increased  Spending on National Defense.  After years of spending
               declines,   national   defense  spending  is  projected  to  grow
               substantially   over  the   next   five   years   with  the  Bush
               Administration   increasing   the   government's   commitment  to
               strengthen  the  nation's  security,   defense  and  intelligence
               capabilities.  This support for  increased  defense  spending has
               been further  reinforced by Congress following the September 2001
               terrorist attacks on the United States,  and resulted in approval
               of 2002 Department of Defense  appropriations of $332 billion, an
               increase  of  12%  over  fiscal  year  2001.  The  government  is
               investing  in improved  homeland  security,  greater  information
               systems security, more effective intelligence operations, and new
               approaches to warfare simulation training. Additionally, Congress
               passed  the  largest  Department  of  Defense  budget  (in actual
               dollars)  ever for fiscal  year 2003.  The  President's  proposed
               budget for 2004 defense  spending is $380 billion,  a 4% increase
               over fiscal year 2003 and the  largest  defense  budget in actual
               dollars.

          o    Emphasis  on System  Modernization.  To balance  the costs of new
               initiatives  like  homeland  security  with the costs of  ongoing
               military  operations,  the  Department of Defense is  emphasizing
               upgrading  existing  platforms  to next  generation  technologies
               rather than procuring completely new systems. For example, rather
               than replace an entire generation of aircraft and ships, the U.S.
               Air Force and the U.S.  Navy have  decided to invest in upgrades,
               using the latest information  technology and weapons systems.  To
               accomplish   this  in  an  environment   of  military   personnel
               reductions,  the armed  services  are  increasingly  dependent on
               highly skilled  contractors that can provide the full spectrum of
               services needed to support modernization activities.

          o    Continuing  Impact  of  Procurement  Reform.  Recent  changes  in
               federal  procurement  regulations  have  incorporated  commercial
               buying practices,  including preferred supplier  relationships in
               the form of GWACs,  into the  government's  procurement  process.
               These  changes have  produced  lower  acquisition  costs,  faster
               acquisition cycles, more flexible contract terms, and more stable
               supplier/customer  relationships.  Federal  expenditures  through
               GWACs has grown  significantly over the past three years, and the
               GSA  projects  growth  in its GWAC and  Schedule  contracts  will
               average 14% annually over the next three years.

Our Capabilities and Services

     We are a leading provider of information technology solutions to government
clients. We design, integrate, maintain and upgrade state-of-the art information
systems  for  national  defense,  intelligence,  emergency  response  and  other
critical government  missions.  As a total solutions  provider,  we maintain the
comprehensive  information  technology  skills  necessary  to support the entire
lifecycle  of  our  clients'  systems,   from  conceptual   development  through
operational  support. We provide requirements  definition and analysis,  process
design  or  re-engineering,  systems  engineering  and  design,  networking  and
communications  design,  COTS hardware and software  evaluation and procurement,
custom software and middleware development,  system integration and testing, and
software maintenance and training services.  Depending upon client needs, we may
provide  total  system  solutions  employing  our full set of skills on a single
project,  or we may provide more targeted,  or "bundled,"  services  designed to
meet the client's specific requirements.  For example, we have built and are now
upgrading the National Emergency  Management  Information System, or "NEMIS," an
enterprise  wide  management  information  system,  for  the  Federal  Emergency
Management  Agency,  or "FEMA." This system has been  procured in three  phases:
system  definition  and design,  base system  development  and  deployment,  and
upgrades to incorporate current web technology.

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<PAGE>

     We also are a leading  provider  of  systems  engineering  and  integration
services to  government  clients,  primarily  within the defense  community.  We
provide these defense clients with the systems analysis, integration and program
management  skills  necessary  to manage  the  continuing  development  of their
mission systems,  including ships, aircraft, weapons and communications systems.
As a solutions  provider in this  market,  we also  maintain  the  comprehensive
skills to manage the  client's  system  lifecycle.  We provide  mission area and
threat analyses,  research and development  management,  systems engineering and
design  acquisition  management,  systems  integration  and testing,  operations
concept  planning,  systems  maintenance and training.  For example,  we provide
threat analysis, operations concept planning and systems integration and testing
for certain U.S.  Navy  systems,  including  the radar,  missile and command and
control  systems,  employed to protect its fleet from ballistic  missile attack.
Like  information  technology  solutions,  these  skills  may be  procured  as a
comprehensive  mission solution, or they may be procured as specially prescribed
tasks.

Our Service Competencies and Contract Examples

     The key to our success in both our  information  technology  solutions  and
systems  engineering  services  businesses is a combination of in-depth customer
and mission knowledge, or domain expertise,  and comprehensive technical skills.
We  believe  this  combination  provides  long-term,   sustainable   competitive
advantage,  performance  excellence and customer satisfaction.  Accordingly,  we
have focused our growth strategy on several  business areas where the mix of our
domain  expertise and our end-to-end  technical skills provides us with a strong
competitive  advantage  and the  opportunity  to  cross-sell  our  solutions and
services.

     The following  paragraphs briefly describe our service  competencies in our
information   technology  and  systems  engineering  and  integration   services
businesses,  and provide examples of selected programs in which we utilize these
competencies.

INFORMATION TECHNOLOGY SOLUTIONS

     Intelligence  Systems.  We have more than  eleven  years of  experience  in
designing,  developing and operating  information  systems used for intelligence
missions.  These  missions  focus on data  and  imagery  collection,  as well as
information analysis and dissemination of information to the battlefield.

          o    Linked Operations/Intelligence Centers Europe, or "LOCE." In June
               1999, we entered into a three-year, $52 million contract with the
               Department of Defense to provide U.S., N.A.T.O., and other allied
               military  forces with  near-real-time,  correlated  situation and
               order  of  battle   information  for  threat   analysis,   target
               recommendations,  indications and warnings. Following a six-month
               extension  of the initial  contract  award,  in December  2002 we
               began a new,  one year $49 million  contract  for  continued  and
               expanded  support.  LOCE is one of the most widely used  command,
               control,  computers,  communication and  intelligence,  or "C4I,"
               systems  within  the  international  intelligence  community.  We
               provide systems  engineering and technical  assistance,  software
               development,  configuration  management,  operational support and
               user training. This program recently has been expanded to include
               the  deployment  of new  systems to Central  Asia and funding for
               government fiscal year 2002 was increased  significantly to cover
               additional system deployments to the Pacific Rim.

     Emergency  Response  Management.  We have unique  experience  in developing
information   technology  systems  to  support  emergency  response   management
requirements.  Our expertise includes  large-scale  system design,  development,
testing, implementation, training and operational support.

          o    National Emergency  Management  Information  System.  Since early
               1995, we have  supported the  development of the NEMIS system for
               FEMA  through a series of contracts  and task  orders.  The NEMIS
               program,  which is expected to continue at least through December
               2003,  generated  total  revenues  of  approximately  $87 million
               through   December   31,  2002.   NEMIS  is  an   enterprise-wide
               client/server management information system that connects several
               thousand  desktop and mobile  terminals/handsets,  providing FEMA
               with  a  fully  mobile,   nationwide,   rapid  response  disaster
               assessment  and  mitigation   system.  We  designed,   developed,
               integrated,  tested and implemented the NEMIS system. We continue
               to  provide  enhancements  to and are  beginning  the  project to
               web-enable the system. Additionally, we believe the NEMIS program
               will  experience  growth as FEMA  migrates to the  Department  of
               Homeland  Security  and its role as first  responder to disasters
               and terrorist attacks.

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<PAGE>

     Logistics  Modernization.  We provide a wide range of logistics  management
information  technology solutions,  including process design and re-engineering,
technology  demonstrations,  proof-of-concept  systems development,  new systems
development and existing systems upgrades.

          o    U.S. Air Force Cargo Movement  Operations  System,  or "CMOS." We
               designed and developed  this system and have  maintained it since
               1989. It is used by the Department of Defense Traffic  Management
               Office  to  provide  in-transit  visibility  of  cargo  from  the
               shipment  originator  to its final  destination.  CMOS allows our
               client to  automate  the  process  of cargo  movement  throughout
               Department of Defense bases worldwide.  We continue to design and
               develop  enhancements  to the  system  to take  advantage  of new
               technology,   including   web-enablement   and  electronic   data
               interchange applications.


          o    Joint Logistics Warfighting Initiative. In March 2000, we entered
               into the  Joint  Logistics  Warfighting  Initiative,  or  "JLWI,"
               contract.  JLWI  is a  five-year,  $24.5  million  Department  of
               Defense contract focused on facilitating the military's logistics
               transformation  and improving military readiness through business
               process  improvements  and  the  insertion  of new  and  emerging
               technologies.  We are providing  process  re-engineering,  system
               design,  and data base  integration  as we  conduct a variety  of
               client   directed   process  and   technology   experiments   and
               demonstrations.  We have  developed  a  proof-of-concept  for web
               enabling  the  military's  legacy  logistics  systems in order to
               provide  real-time  visibility  of logistics  information  on the
               battlefield  (the JLWI  Shared  Data  Environment).  Third  party
               independent  validation and  verification of the JLWI Shared Data
               Environment  reflects  that  it has  already  gained  significant
               support  through  its use by units in the  U.S.  and in  overseas
               locations like Afghanistan and Kuwait.

     Government  Enterprise  Solutions.  Our supply chain  management,  software
engineering  and  integration   experience  allows  us  to  develop  large-scale
e-commerce   applications  tailored  for  the  specific  needs  of  the  federal
government environment.  These applications provide end-users with significantly
decreased transaction costs, increased accuracy, reduced cycle times, item price
savings, real-time order status and visibility of spending patterns.

          o    U.S.  Postal Service E-Buy System.  In September 1994, we entered
               into a 10-year,  $65 million contract to develop and implement an
               electronic  commerce  application to serve an estimated 80,000 to
               100,000  Postal Service  employees,  who purchase a wide range of
               products on the U.S. Postal Service intranet site. Pre-negotiated
               supplier  catalogs  are hosted on an intranet  for  security  and
               performance.  Web-based  purchasing  provides catalog  management
               capability,   multi-catalog  searching,   self-service  ordering,
               workflow and approval  processing  and other status and receiving
               functions.  Achieving the U.S.  Postal  Service's  requirement to
               serve up to 100,000 employees  required the development of a very
               robust transaction processing application.

     Modeling,  Simulation  and  Training.  We  provide a  comprehensive  set of
information  technology  solutions  and  services  to  our  clients,   including
computer-based  training,  web-based  training,  distant  learning,  interactive
electronic  technical  manuals,  performance  support systems and organizational
assessment methods.

          o    Military  Operations  on  Urban  Terrain.  We  entered  into  two
               contracts  with the U.S.  Army,  the  first in July  1997,  a $60
               million five-year contract,  which has been subsequently extended
               through  December  31,  2003,  and the second in May 2000,  a $20
               million  three-year  contract,  which has also been  subsequently
               extended  through  December 31, 2003,  to design,  integrate  and
               operate the  Simulation  Training and  Instrumentation  Command's
               most  advanced real life urban  battlefield  training site at Ft.
               Polk,  Louisiana.   The  site  allows  trainers  to  continuously
               observe, control, monitor and record the conduct of training. The
               system captures every second of a training  exercise  through the
               use of nearly  1,000  cameras  tied  together  via a fiber  optic
               backbone and local area network to the control  room.  The system
               is also designed to control  targetry and has the  flexibility to
               support  both  simulated  fire and live fire  exercises.  We have
               received  orders for six fixed sites to be built  throughout  the
               U.S. and in Europe and Korea. In addition,  two mobile sites have
               been ordered for use in Kuwait and Afghanistan.

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<PAGE>

          o    STRICOM.  Since January 2000, we have provided life cycle support
               for constructive training at 14 U.S. Army Simulation and Training
               Command Simulation centers  worldwide.  This eight-year  contract
               has grown from an initial  value of $126  million to nearly  $350
               million,  with additional growth  anticipated.  We have more than
               500  personnel  supporting  this  program  at more  than 50 sites
               throughout  the  United  States,  Germany,  Italy and  Korea.  We
               provide   program    management   and   exercise    support   for
               computer-driven   and  manual   battle   simulations,   including
               planning,  coordination,  personnel  support,  instructional  aid
               development,   simulation   training,   database   and   scenario
               development and system integrity. We support a variety of mission
               specific   simulations  using  highly  qualified   professionals,
               certified in all aspects of  simulation  support,  in each of the
               U.S. Army's Battle Simulation Centers.

     Healthcare  Services.  We  deliver  information   technology  solutions  in
healthcare  programs for the  Department of Defense,  Army,  Navy, Air Force and
Marine Corps. Our support for medical research  includes  statistical  analysis,
data mining of complex medical databases and health surveillance.  Our solutions
for patient care include  diagnostics,  image  processing,  and medical  records
management.

          o    U.S. Army Medical Department.  We provide technical,  scientific,
               and administrative  support to the Office of the Surgeon General,
               the U.S. Army Medical  Research and Material Command and the U.S.
               Army   Medical   Command   and   its   subordinate    activities,
               laboratories,  and medical  facilities.  This  support,  which we
               began in 1989  under  several  contracts,  generated  revenue  of
               approximately $14 million in the year ended December 31, 2001 and
               approximately  $15 million for the year ended  December 31, 2002.
               We  support  the  research,   development,   acquisition,  and/or
               fielding of medical  equipment  and  supplies,  drugs,  vaccines,
               diagnostics,  and advanced information technology. We assist with
               policy  development  and   implementation,   strategic  planning,
               decision-making,  information  systems  design  and  development,
               information management,  studies and analyses, logistics planning
               and  medical  research.  These  services  entered  into  areas of
               homeland  security,  domestic  medical  preparedness and Chemical
               Biological Radiological Nuclear Defense programs.

SYSTEMS ENGINEERING AND INTEGRATION SERVICES

     Platform  and Weapons  Systems  Engineering  Support.  We have more than 10
years  experience  in providing  critical  systems  engineering  and  technology
management  services in support of defense platform and weapon systems programs.
Our experience  encompasses  systems  engineering and  development,  mission and
threat  analysis and  acquisition  management  for the majority of U.S. Navy and
U.S. Air Force weapon systems. We provide core systems  engineering  disciplines
in  support  of most  major  surface  ship  and  submarine  programs  as well as
virtually all Air Force weapon systems.

          o    Secretary of the Air Force Technical and Analytical  Support,  or
               "SAFTAS." In December  2000,  we entered into a 15-year  contract
               with the U.S.  Air  Force to  provide  technical  and  analytical
               support to the  Headquarters  Air Force and  Secretary of the Air
               Force  organizations.  Originally  estimated at $544 million, the
               contract is now  estimated to have a total  15-year value of $640
               million.  Our support  under this contract  generated  revenue of
               approximately  $27 million for the year ended  December  31, 2001
               and  approximately  $37 million for the year ended  December  31,
               2002. The contract includes support to the Assistant Secretary of
               the Air Force for  Acquisition,  the Joint Strike Fighter Program
               Office,  the Under  Secretary  for Space,  and all of the Program
               Executive  Offices which oversee all aircraft,  munitions,  space
               and Command,  Control,  Computer,  Communications,  Intelligence,
               Surveillance and Reconnaissance,  or "C4ISR", systems. We provide
               program, budgetary, policy and legislative analysis,  information
               technology services, systems engineering and technical management
               services for all major Air Force acquisition programs. We believe
               that this program, as well as similar programs for the U.S. Navy,
               will continue to experience  growth as the  Department of Defense
               plans for  billions of dollars of system  upgrades  over the next
               decade.

                                       15
<PAGE>

     Missile  Defense.  We have  more  than a decade of  experience  in  missile
defense programs.  We provide long-range  planning,  threat assessment,  systems
engineering and integration, acquisition support services and program management
services.

          o    Theater-Wide  Ballistic  Missile  Defense,  or "TBMD." In January
               1999, we entered into a five-year,  $62 million contract with the
               U.S. Navy to provide program management,  systems engineering and
               technical  support to the TBMD program.  We provide a broad range
               of support to  develop,  test,  evaluate,  and produce the Navy's
               future  ballistic  missile  defense  systems.  Due  to  our  Navy
               Theater-Wide Missile Defense System experience,  we were selected
               to  provide  similar  support  to the  National  Missile  Defense
               program.  In June 2001,  we entered into a 15-year,  $130 million
               blanket  purchase  agreement  with the  Department  of  Defense's
               Missile  Defense Agency to provide concept  development,  systems
               analysis  and  engineering,   program  management  support,   and
               acquisition support. We believe this program also will experience
               near-term  growth as the  Department  of Defense moves forward to
               meet the Bush  Administration's  mandate  for a national  missile
               defense system.

Our Growth Strategy

     Our objective is to continue to  profitably  grow our business as a premier
provider  of  comprehensive  technology  solutions  and  services to the federal
government   market.  Our  strategy  to  achieve  this  objective  includes  the
following.

          o    Continue to Increase  Market  Penetration.  In the past 10 years,
               the  federal   government's  shift  towards  using  significantly
               larger, more comprehensive contracts,  such as GWACs, has favored
               companies with a broad range of technical capabilities and proven
               track records. As a prime contractor on three of the four largest
               GWACs  for  information  technology  services  based  on  overall
               contract ceiling value, we have benefited from these changes.  We
               will  continue  to expand  our role  with  current  customers  on
               existing  programs  while also  pursuing new  opportunities  only
               available through these larger contracts.

          o    Capitalize  on  Increased   Emphasis  on  Information   Security,
               Homeland  Security and  Intelligence.  The  Department of Defense
               budget  includes  a  12%  increase  in  projected   spending  for
               government fiscal year 2003. The President's  proposed Department
               of  Defense  budget  for  the   government's   fiscal  year  2004
               represents a 4% increase over the  government's  fiscal year 2003
               budget.  We believe that many of the key operational goals of the
               Administration correlate with our expertise, including developing
               a national missile defense system,  increasing homeland security,
               protecting information systems from attack,  conducting effective
               intelligence  operations  and  training  for  new  approaches  to
               warfare through simulation.

          o    Cross-Sell our Full Range of Services to Existing  Customers.  We
               plan  to  continue  expanding  the  scope  of  existing  customer
               relationships  by marketing and  delivering the full range of our
               capabilities to each customer.  Having  developed a high level of
               customer  satisfaction  and  critical  domain  knowledge  as  the
               incumbent on many long-term contracts, we have a unique advantage
               and opportunity to cross-sell our services and capture additional
               contract  opportunities.  For  example,  the  strong  performance
               record and detailed  understanding  of customer  requirements  we
               developed on the U.S. Air Force Cargo Movement  Operations System
               led  directly  to our  being  awarded  a  contract  for the Joint
               Logistics  Warfighting  Initiative.  We  believe  the  ability to
               deliver a broad range of technology  services and solutions is an
               essential element of our success.

          o    Continue  our  Disciplined  Acquisition  Strategy.  We  employ  a
               disciplined   methodology  to  evaluate  and  select  acquisition
               candidates.  We have completed and  successfully  integrated five
               strategic  acquisitions  since 1997. Our industry  remains highly
               fragmented  and we believe the  changing  government  procurement
               environment will continue to provide additional opportunities for
               industry  consolidation.  We will continue to selectively  review
               acquisition candidates with complementary skills or market focus.

                                       16
<PAGE>

History and Organization

     In April 1996,  we acquired  all of the  outstanding  capital  stock of our
predecessor corporation,  Anteon International  Corporation (then known as Ogden
Professional Services Corporation), a Virginia corporation, which we refer to in
this filing as "Anteon  Virginia." In connection with the acquisition we changed
the name of Anteon Virginia to Anteon Corporation. Anteon Virginia then acquired
several companies and businesses, including Techmatics, Inc. On January 1, 2001,
Anteon  Virginia was renamed Anteon  International  Corporation  and transferred
most of its operations  into  Techmatics,  which became its principal  operating
subsidiary,  and was in turn renamed Anteon  Corporation.  As a result,  we then
owned  approximately  99% of Anteon  Virginia and Anteon  Virginia owned 100% of
Anteon Corporation (formerly Techmatics).

     On March 15, 2002, we entered into certain  reorganization  transactions in
connection  with our initial  public  offering,  including  the merger of Anteon
Virginia     into    us,    as    more    fully     described     in    "Certain
Relationships--Reorganization  Transactions."  Following  the  merger,  the name
"Anteon  International  Corporation"  is  borne  solely  by  a  single  Delaware
corporation,  which is the direct  100%  parent  company  of Anteon  Corporation
(formerly Techmatics). For a diagram illustrating these transactions, please see
"Certain Relationships-Reorganization Transactions."

Acquisitions

     We employ a highly disciplined methodology to evaluate acquisitions.  Since
1997 we have  evaluated  over 200 targets and have  successfully  completed  and
integrated five strategic  acquisitions.  Each of these acquired  businesses has
been  accretive to earnings,  exceeded  our synergy  expectations,  added to our
technical  capabilities and expanded our customer reach. The acquired businesses
and their roles within our service offerings are summarized in the table below.

<TABLE>
<CAPTION>
                                                                                                 Revenues prior to
  Year        Target                              Business Description                            acquisition(1)
                                                                                                  ($ in millions)
<C>                                                                                               <C>
1997        Vector Data    Intelligence collection, exploitation, and dissemination systems       $      35.6
1998        Techmatics     Surface ship and combat systems and ballistic missile defense                 56.7
                           program management
1999        Analysis &     Undersea ship and combat systems, acoustical signal processing,              170.4
            Technology     modeling and simulation, information technology systems and
                           software design
2000         Sherikon      Military healthcare services systems, networking and                          62.7
                           communications systems
2001      SIGCOM Training  Training simulation systems and services                                      12.5

------------------------------------

(1)  Consolidated  revenue of target for its most recently completed fiscal year
     ended prior to the acquisition date.

</TABLE>

     In August  1997,  we  purchased  Vector Data  Systems,  Inc., a supplier of
specialized  information  systems and services for the collection,  analysis and
distribution of military intelligence data. In May 1998, we acquired Techmatics,
Inc., an  established  provider of systems  engineering  and program  management
services for  large-scale  military  system  development,  including  the Navy's
surface ship fleet,  on-ship combat systems and missile defense  programs.  With
the  acquisition  of Analysis &  Technology,  Inc. in June 1999, we expanded our
customer base for systems  engineering  and program  management  services to the
Navy's   undersea   systems  and  added   important   technical   expertise   in
computer-based training, modeling, simulation and advanced signal processing. In
October  2000,  we  purchased  Sherikon,   Inc.,  extending  the  reach  of  our
information technology solutions to military healthcare delivery system. In July
2001 we acquired the training  division of SIGCOM,  Inc. and increased the range
of  our  information   technology-enabled  training  solutions  to  include  the
realistic  simulation of urban  environments for the planning and preparation of
overseas military operations.

                                       17
<PAGE>

Existing Contract Profiles

     We  currently  have a  portfolio  of more than 450  active  contracts.  Our
contract mix for the year ended  December 31, 2002 was 35% cost-plus  contracts,
37% time and materials  contracts and 28% fixed price  contracts (a  substantial
majority of which were firm fixed price  level of effort).  Cost-plus  contracts
provide for  reimbursement of allowable costs and the payment of a fee, which is
the contractor's profit.  Cost-plus fixed fee contracts specify the contract fee
in dollars or as a percentage of allowable  costs.  Cost-plus  incentive fee and
cost-plus award fee contracts provide for increases or decreases in the contract
fee,  within  specified  limits,  based  upon  actual  results  as  compared  to
contractual targets for factors such as cost, quality, schedule and performance.
Under a time and materials contract,  the contractor is paid a fixed hourly rate
for each direct labor hour expended and is reimbursed  for direct costs.  To the
extent that actual labor hour costs vary significantly from the negotiated rates
under a time and  materials  contract,  we may  generate  more or less  than the
targeted amount of profit.  Under a fixed price contract,  the contractor agrees
to perform the specified work for a firm fixed price.  To the extent that actual
costs  vary  from the price  negotiated  we may  generate  more or less than the
targeted amount of profit or even incur a loss. In addition, we generally do not
pursue fixed price software  development work that may create material financial
risk. We do, however,  execute some fixed price labor hour and fixed price level
of effort contracts which represent similar levels of risk as time and materials
contracts.  Fixed price  percentages  in the table below  include  predominantly
fixed price labor hour and fixed price level of effort contracts. Our historical
contract mix is summarized in the table below.

<TABLE>
<CAPTION>
                                  Contract Mix

                                                                        Year End
                        Contract Type                    1998    1999     2000    2001     2002
       <S>                                               <C>      <C>     <C>      <C>     <C>
       Cost-Plus.................................         34%      37%     41%      37%     35%
       Time and Materials........................         47%      38%     31%      34%     37%
       Fixed Price...............................         19%      25%     28%      29%     28%

</TABLE>

     Our contract mix changes from year to year depending on the contract mix of
companies we acquire,  as well as our efforts to obtain more time and  materials
and fixed price work.

     In addition to a wide range of single award contracts with defense,  civil,
state and local  government  customers,  we also hold a number of multiple award
omnibus contracts and GWACs that currently support more than 3,000 separate task
orders. The broad distribution of contract work is demonstrated by the fact that
no single award contract or task order accounted for more than 5.5% of our total
2002 revenue.

     Government  Wide  Acquisition  Contracts.  We  are a  leading  supplier  of
information technology services under GWACs, and a prime contractor for three of
the four  largest  GWACs for  information  technology  services  as  measured by
overall  contract  ceiling value.  These contract  vehicles are available to any
government  customer  and provide a faster,  more-effective  means of  procuring
contract services.  For example,  in December 1998, we were awarded ANSWER, a 10
year  multiple  award  contract  with  the  GSA  to  provide  highly   technical
information   technology   and   systems   engineering   program   support   and
infrastructure  management.  We have been  awarded over 365 task orders to date,
with an annualized  revenue run rate as of the fourth  quarter of fiscal 2002 of
approximately $118 million. We are the number one contractor among the 10 ANSWER
prime  contractors in terms of revenue.  Our total estimated  contract value for
this  contract is $1 billion  over ten years.  Listed below are the four largest
GWACs.
<TABLE>
<CAPTION>

                                              Owning        Period of     Contract Ceiling
                Contract Name                  Agency      Performance          Value                 Role
<S>                                                        <C>    <C>        <C>
ANSWER                                           GSA       1998 - 2008       $25 billion             Prime
Millenia                                         GSA       1999 - 2009       $25 billion         Subcontractor
Millenia Lite                                    GSA       2000 - 2010       $20 billion             Prime
CIO-SP II                                        NIH       2000 - 2010       $20 billion             Prime

                                       18
<PAGE>

</TABLE>

     Listed below are our top programs by 2002 revenue,  including  single award
and  multiple  award  contracts.  We are a prime  contractor  on  each of  these
programs.

<TABLE>
<CAPTION>
                          Top Programs by 2002 Revenue
                                 ($ in millions)

                                                                                                 Estimated
                                                                                            Remaining Contract   Contract
     Contract                  Customer            Period of Performance    2002 Revenue           Value           Type

<S>                                                   <C>                   <C>                <C>
ANSWER                           GSA                  1/1/99-12/31/08       $     118.4        $        758.0     T&M/FFP

GSA SCHEDULE & BPAs              GSA                 10/30/96-10/09/07             99.0                 497.8     T&M/FFP

BICES Umbrella          Department of Defense         6/01/99-5/31/03              38.8                  13.1       CP

SAFTAS                      U.S. Air Force           1/01/01-12/31/16              37.4                 478.9       CP

GSA-PES                          GSA                  5/01/00-2/08/06              36.9                  14.6     T&M/FFP

Carrier BPA                   U.S. Navy              3/10/97-12/31/03              26.3                  23.4       FFP

MOUT-IS                 Army/STRICOM/Training         7/03/97-6/30/02              16.0                   5.2       FFP

HM&E Combat Support           U.S. Navy              12/15/97-6/30/03              15.4                   4.9       CP

GSA PES Contract                 GSA                  1/06/00-1/05/05              13.4                 249.0     T&M/FFP

GSA IT TDPI BPA         Department of Treasury
                    ------------------------------
                                                     8/27/97-10/10/02              11.6                  59.2     T&M/FFP
</TABLE>


         Subcontractors

     In fulfilling  our contract  obligations  to customers,  we may utilize the
services of one or more  subcontractors.  The use of  subcontractors  to support
bidding for and the subsequent  performance  of awarded  contacts is a customary
aspect of federal  government  contracting.  Subcontractors  may be tasked by us
with performing work elements of the contract similar to or different from those
performed by us or other subcontractors. We estimate that approximately 24.6% of
our  total  direct  costs  result  from work  performed  by  subcontractors.  As
discussed further in "Risk Factors," if our subcontractors fail to satisfy their
contractual obligations,  our prime contract performance could be materially and
adversely affected.

         Estimated Contract Value and New Business Development

     On December 31, 2002, our total estimated  contract value was $4.3 billion,
of which $418 million was funded  backlog.  In  determining  estimated  contract
value,  we do not include any provision for an increased level of work likely to
be awarded under our GWACs.  Estimated  contract  value is calculated as current
revenue run rate over the remaining term of the contract. Our estimated contract
value  consists  of  funded  backlog  which  is  based  upon  amounts   actually
appropriated  by a customer  for  payment  of goods and  services  and  unfunded
contract value which is based upon management's estimate of the future potential
of our existing contracts to generate revenues for us. These estimates are based
on our  experience  under such contracts and similar  contracts,  and we believe
such  estimates to be  reasonable.  However,  there can be no assurance that the
unfunded  contract  value will be realized as contract  revenue or earnings.  In
addition,  almost all of the contracts  included in estimated contract value are
subject to termination at the election of the customer.

                                       19
<PAGE>

<TABLE>
<CAPTION>
                            ESTIMATED CONTRACT VALUE
                                                                           Unfunded Contract      Total Estimated
                 As of December 31,                     Funded Backlog           Value            Contract Value
                                                                              (in millions)
<C>                                                      <C>                <C>                   <C>
2002                                                     $     418          $      3,868          $      4,286
2001                                                           309                 3,217                 3,526
2000                                                           308                 2,560                 2,868
1999                                                           195                 1,925                 2,121
1998                                                           128                   438                   566
1997                                                           100                   242                   342


-------------------------------------------------------------------------------------------------------------------
</TABLE>
     From December 31, 2000 to December 31, 2002,  our estimated  contract value
increased  at a 49.4%  cumulative  annual  growth  rate.  We believe this growth
demonstrates the effectiveness of our two-tiered  business  development  process
that  management  has  developed  to  respond  to  the  strategic  and  tactical
opportunities arising from the evolving government procurement environment.  New
task order  contract  vehicles and major  high-profile  programs are  designated
strategic opportunities,  and their pursuit and execution are managed centrally.
A core team comprised of senior management and our strategic business unit heads
makes all opportunity selection and resource allocation decisions. Work that can
be performed under our many existing task order contract  vehicles is designated
a tactical opportunity, which is then managed and performed at the business unit
level with  support as needed from other  company  resources.  All  managers and
senior technical personnel are encouraged to source new work, and incentives are
weighted to ensure corporate objectives are given primary consideration.

Customers

     We provide information  technology and systems  engineering  solutions to a
highly  diverse  group of federal,  state,  local and  international  government
organizations worldwide. Domestically, we service more than 60 agencies, bureaus
and divisions of the U.S. federal government, including nearly all cabinet-level
agencies and all branches of the military.  For the twelve months ended December
31, 2002, the federal  government  accounted for  approximately 96% of our total
revenues.  International and state and local governments  provided the remaining
4%. Our largest  customer  group is the U.S.  Navy,  which  management  believes
accounted  for  approximately  40% of revenues  during the twelve  months  ended
December 31, 2002, through 30 different Navy organizations.

     An account  receivable from a federal  government agency enjoys the overall
credit  worthiness of the federal  government,  even though each such agency has
its own budget.  Pursuant to the Prompt  Payment Act,  payments from  government
agencies must be made within 30 days of final invoice or interest must be paid.

Competition

     The  federal  information   technology  and  systems  engineering  services
industries  are comprised of a large number of  enterprises  ranging from small,
niche-oriented  companies  to  multi-billion  dollar  corporations  with a major
presence throughout the federal government.  Because of the diverse requirements
of federal government clients and the highly competitive nature of large federal
contracting  initiatives,  corporations frequently form teams to pursue contract
opportunities.  Prime  contractors  leading large  proposal  efforts select team
members on the basis of their relevant capabilities and experience particular to
each  opportunity.  As a  result  of  these  circumstances,  companies  that are
competitors for one opportunity may be team members for another opportunity.

                                       20
<PAGE>

     We frequently  compete against  well-known firms in our industry as a prime
contractor.  Obtaining a position as either a prime  contractor or subcontractor
on  government-wide  contracting  vehicles  is only the first step to ensuring a
secure  competitive  position.  Competition  then takes  place at the task order
level,  where  knowledge  of the client  and its  procurement  requirements  and
environment are key to winning the business. We have been successful in ensuring
our presence on GWACs and GSA  Schedule  contracts,  and in  competing  for work
under  those  contracts.  Through  the  variety of  contractual  vehicles at our
disposal, as either a prime contractor or subcontractor,  we have the ability to
market our services to any federal agency.  Because of our extensive  experience
in providing services to a diverse array of federal departments and agencies, we
have  first-hand  knowledge  of  our  clients  and  their  goals,  problems  and
challenges.  We believe  this  knowledge  gives us a  competitive  advantage  in
competing for tasks and positions us well for future growth.

Employees

     As of December 31, 2002, we employed approximately 5,800 employees,  85% of
whom were  billable and 82% of whom held security  clearances.  Our workforce is
well  educated  and  experienced  in  the  defense  and  intelligence   sectors.
Functional areas of expertise  include systems  engineering,  computer  science,
business   process   reengineering,    logistics,   transportation,    materials
technologies,  avionics and finance and acquisition  management.  Nearly half of
our employees  provide services in such areas as systems  engineering,  software
engineering, network/communications engineering, and program/project management.
None of our employees is represented by collective bargaining agreements.

Available Information

     Our internet  address is  www.anteon.com.  We make available free of charge
through our internet  site, via a hyperlink to the  10KWizard.com  web site, our
annual reports on Form 10-K;  quarterly reports on Form 10-Q; current reports on
Form 8-K; and any amendments to those reports filed or furnished pursuant to the
Securities  Exchange Act of 1934, or the  "Exchange  Act," as soon as reasonably
practicable after such material is  electronically  filed with, or furnished to,
the SEC.

Item 2. Properties

     Our headquarters are located in leased facilities in Fairfax,  Virginia. In
total,  we lease  approximately  1.2  million  square  feet of office,  shop and
warehouse space in over 90 facilities across the United States,  Canada,  United
Kingdom  and  Australia.   We  own  an  office  building  in  North  Stonington,
Connecticut,  which  occupies  63,578  square feet of office  space and which is
currently being held for sale.

Item 3. Legal Proceedings

     We are involved in various  legal  proceedings  in the  ordinary  course of
business.  On March 8,  2002,  we  received a letter  from one of our  principal
competitors, which is the parent company of one of our subcontractors,  claiming
that  we  had   repudiated  our   obligation   under  a  subcontract   with  the
subcontractor.  The letter also alleged that we were soliciting employees of the
subcontractor in violation of the subcontract and stated that the  subcontractor
would seek  arbitration,  injunctive  relief and other available  remedies.  The
subcontractor  filed a demand  for  arbitration  to which we filed an answer and
counter demand.

     The  arbitration  hearing  concluded on September 16, 2002. On December 18,
2002,  the arbitrator  issued a decision  requiring us to continue to issue task
orders to the  subcontractor  under the  subcontract for so long as our customer
continues to issue task orders to us for these  services  and  enjoining us from
interviewing,  offering employment to, hiring or otherwise  soliciting employees
of the  subcontractor  who work on this  particular  project.  The  arbitrator's
decision  also denied the  subcontractor's  claim for  monetary  damages and our
counter-demand. We subsequently filed an action to vacate or modify that portion
of the  arbitrator's  decision  enjoining us from hiring  certain  subcontractor
employees  under any  circumstances,  since the  prohibition  conflicts with the
parties' contractual  obligations as provided in the non-solicitation  clause of
the parties' subcontract, and imposes additional obligations solely on us and to
which the parties never agreed. The subcontractor has filed an action to confirm
the  arbitration  award.  On February 21, 2003, the court heard oral argument on
the parties' respective motions and a decision is pending.

                                       21
<PAGE>

     We cannot predict the ultimate outcome of these matters, but do not believe
that they will have a material  impact on our  financial  position or results of
operations.

Item 4. Submission of Matters to a Vote of Security Holders

     No matter was  submitted  to a vote of security  holders  during the fourth
quarter of our fiscal year ended December 31, 2002,  through the solicitation of
proxies or otherwise.

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

     Our common stock has been publicly  traded on the New York Stock  Exchange,
or the "NYSE," since March 11, 2002.

     The following table sets forth the high and low sale price per share of our
common stock during the twelve months ended December 31, 2002 as reported by the
NYSE.

                                                                2002
          Quarter Ended               High              Low
          ---------------------     ----------      ------------
          March 31 *             $      21.85    $        19.25
          June 30                $      26.75    $        20.10
          September 30           $      28.26    $        18.90
          December 31            $      29.35    $        19.40

          *Trading commenced on March 11, 2002


     We have not in the past paid, and do not expect for the foreseeable  future
to pay,  dividends on our common stock.  Instead,  we anticipate that all of our
future  earnings,  if any,  will be used in the  operation  and expansion of our
business,  for working capital, and other general corporate purposes.  Our board
will determine  whether to pay dividends in the future based on conditions  then
existing,  including our earnings, financial condition and capital requirements,
as well as economic  and other  conditions  as the board may deem  relevant.  In
addition,  our  ability  to declare  and pay  dividends  on our common  stock is
restricted  by the  provisions  of  Delaware  law and  covenants  in our  Credit
Facility and the indenture governing our 12% Notes.

     As of February 25, 2003, the number of stockholders of record of our common
stock was approximately 96.

Recent Sales of Unregistered Securities

     Below is a summary of transactions by us during 2002 involving sales of our
securities that were not registered under the Securities Act.

          a)   Between  January 1, 2002 and  February 1, 2002,  Anteon  Virginia
               issued 71,840 shares of common stock upon the exercise of options
               to some of its then  current and former  employees  at a weighted
               average exercise price of $5.7193 per share. This share and price
               data  does  not  give  effect  to  the  2,449.95-1  split  of our
               outstanding common stock effected on February 19, 2002.

          b)   On February 19, 2002, we issued  approximately  23,786,565 shares
               of common  stock to our existing  stockholders  upon the split of
               9,709  outstanding  shares,  on the basis of 2,449.95  shares for
               each outstanding share.

          c)   Prior to the consummation of our initial public offering on March
               15, 2002, we issued 174,152 shares of common stock to some of the
               selling  stockholders  in that  offering  upon  the  exercise  of
               outstanding stock options at a weighted average exercise price of
               $1.38 per share.

                                       22
<PAGE>

          d)   Immediately  prior  to the  consummation  of our  initial  public
               offering,  we issued  approximately  28,595,917  shares of common
               stock and  28,595,917  rights to purchase  shares of our Series A
               Preferred  Stock in connection with the merger of Anteon Virginia
               with and into us.

     The issuances listed above were exempt from registration under Section 4(2)
or Rule 701 of the Securities Act as  transactions  by an issuer not involving a
public  offering,   or  because  such  issuances  did  not  represent  sales  of
securities.

Securities Authorized for Issuance under Equity Compensation Plans

     The following table provides  information as of December 31, 2002 regarding
compensation plans (including individual compensation  arrangements) under which
our equity securities are authorized for issuance.

<TABLE>
<CAPTION>


                                              (a)                  (b)                  (c)
                                                                                        Number
                                                                                        of
                                                                                        securities
                                   Number of securities                                 remaining available for
                                   to be issued upon       Weighted-average exercise    future issuance under equity
                                   exercise of             price of outstanding         compensation plans
                                   outstanding options,    options, warrants and        (excluding securities
Plan category                      warrants and rights     rights                       reflected in column (a))

<S>                                              <C>              <C>         <C>                            <C>
Equity compensation plans
approved by security holders                    4,123,208         $            8.98                           801,040
Equity compensation plans not
approved by security holders                           --                        --                                --
      Total                                     4,123,208         $            8.98                           801,040

===================================================================================================================
</TABLE>

Use of Proceeds

     We consummated an initial public  offering of our common shares,  or "IPO,"
on March 15,  2002.  The use of proceeds  from our IPO is  described  in Item 7.
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" and in the notes to our consolidated  financial statements appearing
elsewhere in this filing.

Item 6.  Selected Financial Data

     The selected consolidated  financial data set forth below have been derived
from our audited consolidated financial statements as of and for the years ended
December 31, 2002,  2001, 2000, 1999 and 1998. These results are not necessarily
indicative of the results that may be expected for any future period and are not
comparable   between  prior  periods  as  a  result  of  business   acquisitions
consummated  in 1998,  1999,  2000 and  2001.  Results  of  operations  of these
acquired  businesses are included in our consolidated  financial  statements for
the periods subsequent to the respective dates of acquisition.


     You should read the selected consolidated financial data presented below in
conjunction  with Item 7.  "Management's  Discussion  and  Analysis of Financial
Condition  and Results of  Operations,"  Item 1.  "Business"  and our  financial
statements and the related notes thereto appearing elsewhere in this filing.


                                       23
<PAGE>


<TABLE>
<CAPTION>


                                                                            Year ended December 31,

                                                     1998              1999            2000           2001            2002
                                                     ----              ----            ----           ----            ----
                                                              (in thousands, except per share data and percentage)
Statements of operations data:
<S>                                                <C>               <C>              <C>          <C>              <C>
Revenues........................................  $   249,776      $    400,850     $  542,807     $   715,023    $   825,826
Costs of revenues...............................       21,588           353,245        474,924         627,342        711,328
                                                --------------    --------------   ------------   -------------  -------------


Gross profit....................................       28,188            47,605         67,883          87,681        114,498
General and administrative expenses,
  including acquisition related costs...........       15,401            27,926         28,592          51,442         48,197
Amortization of non-compete agreements..........          530               909            866             349             --
Goodwill amortization...........................        1,814             3,440          4,714           6,704          1,907
Other intangibles amortization..................           --                --          2,673           2,321             --

Operating income ...............................       10,443            15,330         21,038          26,865         64,394
Other Income....................................           --                --             --              --            417
Gains on sales and closures of business.........           --                --             --           4,046             --
Gains on sales of investments and other,
  net...........................................           --             2,585             --              --             --
Interest expense, net of interest
  income........................................        6,893            18,230         26,513          26,872         17,394
Minority interest in (earnings) losses of
  subsidiaries..................................          (26)              (39)            32             (38)           (18)
                                                --------------    --------------   ------------   -------------  -------------

Income (loss) before provision for (benefit
  from) income taxes and extraordinary
  loss..........................................        3,524              (354)        (5,443)          4,001         47,399
Provision for (benefit from) income
  taxes.........................................        1,852               710           (153)          4,413         18,374
                                                --------------    --------------   ------------   -------------  -------------

      Income (loss) before extraordinary gain
      (loss)....................................        1,672            (1,064)        (5,290)           (412)        29,025
     Extraordinary gain (loss), net of..........           --              (463)            --             330         (2,581)
                                                --------------    --------------   ------------   -------------  -------------

     Net income (loss)..........................  $     1,672      $     (1,527)    $   (5,290)    $       (82)   $    26,444
                                                ==============    ==============   ============   =============  =============

Basic earnings (loss) per common share:

     Income (loss) before extraordinary
       gain (loss)..............................  $       0.07     $      (0.04)    $    (0.22)    $     (0.02)   $      0.90
     Extraordinary gain (loss), net of
       tax..............                                    --            (0.02)            --            0.01          (0.08)
                                                --------------   ---------------    ------------  -------------  -------------

     Net income (loss)..........................  $       0.07     $      (0.06)    $    (0.22)    $    ( 0.01)   $      0.82
                                                ==============    ==============   ============   =============  ============
     Weighted average shares outstanding.......         23,591           23,785         23,787          23,787         32,163

Diluted earnings (loss) per common share:

     Income (loss) before extraordinary
       gain (loss)..............................  $      0.07      $      (0.04)    $    (0.22)    $     (0.02)   $      0.85
     Extraordinary gain (loss), net of                     --             (0.02)            --            0.01          (0.07)
       tax..............                        --------------    --------------   ------------   -------------  -------------

     Net income (loss)..........................  $      0.07      $      (0.06)    $    (0.22)    $     (0.01)   $      0.78
                                                ==============    ==============   ============   =============  =============
     Weighted average shares outstanding........        23,591           23,785         23,787          23,787         34,022


Other data:
EBITDA (a).....................................   $    15,869      $     25,978     $   36,349          47,357    $    70,994
EBITDA margin  (b).............................           6.4%              6.5%           6.7%            6.6%           8.6%
Cash flow from (used in) operating
  activities..........                            $    (8,503)     $     11,767     $   17,101          37,879    $     1,278
Cash flow from (used in) investing
  activities..........                                (35,388)         (111,672)       (28,912)         (1,707)        (1,423)
Cash flow from (used in) financing                     43,396           100,957         12,036         (35,676)         2,481
  activities..........
Capital expenditures............................        2,089             4,761          6,584           2,181          3,225
Balance sheet data (as of December 31):
Current assets..................................       73,557      $    118,583     $  148,420         144,418        208,396
Working capital.................................       33,857            48,818         56,841          27,559         80,390
Total assets....................................      136,544           278,691        324,423         306,651        364,692
Long-term debt, including current
  portion.............                                 90,851           212,301        237,695         202,905        105,701
Net debt (c)....................................       84,721           211,092        236,261         200,975        101,435
Stockholders' equity (deficit)..................        5,603             3,672        (1,576)          (3,442)       128,829
</TABLE>


                                       24
<PAGE>

(a)       "EBITDA",  as defined,  represents  income before  income taxes,  plus
          depreciation,  amortization  and net  interest  expense.  EBITDA  is a
          supplemental  financial  measure  but  should not be  construed  as an
          alternative   to  operating   income  or  cash  flows  from  operating
          activities (as  determined in accordance  with  accounting  principles
          generally  accepted  in the  United  States of  America,  "GAAP").  We
          believe  that  EBITDA is a useful  supplement  to net income and other
          income  statement  data  because  it is  used  by  some  investors  in
          understanding  and  measuring a company's  cash flows  generated  from
          operations  that are  available  for taxes,  debt  service and capital
          expenditures.  However,  all companies do not calculate  EBITDA in the
          same manner, and as a result, the EBITDA measures presented may not be
          comparable  to  similarly  titled  measures  of other  companies.  The
          computations of EBITDA are as follows:
<TABLE>
<CAPTION>

                                                                                 Year ended December 31,

                                                                 1998         1999         2000          2001           2002
                                                                 ----         ----         ----          ----           ----
                                                                                    ($ in thousands)
       Income (loss)  before  provision for (benefit
       from)  income  taxes and  extraordinary  gain
       <S>                                                     <C>          <C>         <C>           <C>            <C>
       (loss)..............................................    $   3,524    $   (354)   $   (5,443)   $     4,001    $   47,399
       Interest expense....................................        6,893      18,230        26,513         26,872        17,394
       Depreciation and amortization.......................        5,452       8,102        15,279         16,484         6,201
                                                              ----------   -----------  ----------    -----------    ----------

       EBITDA..............................................    $  15,869    $ 25,978    $   36,349    $    47,357    $   70,994
                                                              ==========   ===========  ==========    ===========    ==========

       Income  (loss)  before   extraordinary   gain
       (loss) margin                                                0.7%       (0.3%)        (1.0%)       (0.1%)           3.5%
       EBITDA margin (b)                                            6.4%        6.5%          6.7%         6.6%            8.6%
</TABLE>

          (b)       EBITDA margin  represents  EBITDA calculated as a percentage
                    of total revenues.

          (c)       Net  debt  represents  total   indebtedness  less  cash  and
                    investments in marketable securities.


                                       25
<PAGE>


Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

     You  should  read the  following  discussion  in  conjunction  with Item 6.
"Selected Consolidated Financial Data" and our consolidated financial statements
and related notes included  elsewhere in this filing.  Some of the statements in
the following  discussion are forward-looking  statements.  See "Forward-Looking
Statements."

General

     We provide  information  technology  solutions and systems  engineering and
integration services to government clients. We design,  integrate,  maintain and
upgrade state-of-the-art information systems for national defense, intelligence,
emergency response and other high priority government missions.  We also provide
many of our  government  clients  with the  systems  analysis,  integration  and
program management skills necessary to manage their mission systems  development
and operations.

     We  currently  serve over 800 U.S federal  government  clients,  as well as
state and foreign governments. For the year ended December 31, 2002, we estimate
that approximately 90% of our revenue was from contracts where we were the lead,
or "prime,"  contractor.  We provide our services under long-term contracts that
have a  weighted  average  term of  eight  years.  We  have  obtained  ISO  9001
registration  for our  quality  management  systems at key  facilities  and have
achieved  Software  Engineering  Institute (SEI) Level 3  certification  for our
software development facility's processes. Our contract base is well diversified
among government agencies.  No single award contract or task order accounted for
more than 5.5% of revenues for the year ended December 31, 2002.


Description of Critical Accounting Policies

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations  discusses our  consolidated  financial  statements,  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States of  America.  The  preparation  of these  consolidated  financial
statements  requires  management to make estimates and judgments that affect the
reported  amount of assets and  liabilities  and the  disclosure  of  contingent
assets and liabilities at the date of the consolidated  financial statements and
the reported amounts of revenues and expenses during the reporting period. On an
ongoing basis,  management  evaluates its estimates  including  those related to
uncollected  accounts  receivable  and  other  contingent  liabilities,  revenue
recognition  and  goodwill and other  intangible  assets.  Management  bases its
estimates  on  historical  experience  and on  various  other  factors  that are
believed to be reasonable at the time the estimates are made. Actual results may
differ  from  these  estimates   under  different   assumptions  or  conditions.
Management  believes that our critical  accounting  policies  which require more
significant  judgments  and  estimates in the  preparation  of our  consolidated
financial  statements  are  revenue  recognition,  costs of  revenues,  goodwill
impairment,  long-lived assets and identifiable  intangible asset impairment and
business combinations.


Revenue Recognition

     During  the twelve  months  ended  December  31,  2002,  we  estimate  that
approximately  98% of our revenues were derived from services and  approximately
2% from  product  sales.  Services are  performed  under  contracts  that may be
categorized   into  three  primary   types:   time  and   materials,   cost-plus
reimbursement and firm fixed price.  Revenue for time and materials contracts is
recognized  as time is spent at  hourly  rates,  which are  negotiated  with the
customer.  Time and  materials  contracts  are typically  more  profitable  than
cost-plus  contracts  because of our ability to negotiate rates and manage costs
on those contracts. Revenue is recognized under cost-plus contracts on the basis
of direct and indirect costs incurred plus a negotiated  profit  calculated as a
percentage of costs or as performance-based  award fee. Cost-plus type contracts
provide relatively less risk than other contract types because we are reimbursed
for all direct costs and certain  indirect  costs,  such as overhead and general
and  administrative  expenses,  and  are  paid a fee  for  work  performed.  For
cost-plus award fee type contracts,  we recognize the expected fee to be awarded
by the  customer  at the time  such fee can be  reasonably  estimated,  based on
factors such as our prior award experience and communications  with the customer
regarding  our  performance,   including  any  interim  performance  evaluations
rendered by the customer.  Revenues are recognized under substantially all fixed
price  contracts  based  on  the   percentage-of-completion   basis,  using  the
cost-to-cost  method for all services  provided.  For non-service  related fixed
price   contracts,   revenues  are   recognized  as  units  are  delivered  (the
units-of-delivery method).

                                       26
<PAGE>

     We  recognize  revenues  under  our  federal  government  contracts  when a
contract is executed, the contract price is fixed and determinable,  delivery of
the services or products has occurred, the contract is funded and collectibility
of the contract price is considered probable. Our contracts with agencies of the
federal government are subject to periodic funding by the respective contracting
agency.  Funding  for a contract  may be provided  in full at  inception  of the
contract or ratably  throughout  the term of the  contract as the  services  are
provided. From time to time we may proceed with work based on customer direction
pending  finalization and signing of contractual  funding documents.  We have an
internal  process  for  approving  any such work.  All  revenue  recognition  is
deferred during periods in which funding is not received.  Costs incurred during
such periods are deferred if the receipt of funding is assessed as probable.  In
evaluating the probability of funding being  received,  we consider our previous
experiences  with  the  customer,  communications  with the  customer  regarding
funding  status,  and our  knowledge  of  available  funding for the contract or
program. If funding is not assessed as probable,  costs are expensed as they are
incurred.

     We  recognize  revenues  under our federal  government  contracts  based on
allowable  contract  costs,  as  mandated  by  the  federal   government's  cost
accounting standards.  The costs we incur under federal government contracts are
subject to regulation and audit by certain  agencies of the federal  government.
Contract  cost   disallowances   resulting  from  government   audits  have  not
historically been significant. We may be exposed to variations in profitability,
including potential losses, if we encounter variances from estimated fees earned
under award fee contracts and estimated costs under fixed price contracts.

     We generally do not pursue fixed price software  development  work that may
create material  financial risk. We do,  however,  provide  services under fixed
price  labor hour and fixed  price level of effort  contracts,  which  represent
similar  levels of risk as time and  materials  contracts.  Our contract mix was
approximately  37% time and  materials,  35%  cost-plus  and 28% fixed  price (a
substantial  majority of which are firm fixed price level of effort)  during the
twelve  months ended  December  31, 2002.  The contract mix can change over time
depending  on  contract  awards and  acquisitions.  Under  cost-plus  contracts,
operating profits are statutorily  limited to 15% but typically range from 5% to
7%. Under fixed price and time and materials contracts,  margins are not subject
to statutory limits.  However, the federal government's objective in negotiating
such  contracts is to seldom allow for  operating  profits in excess of 15% and,
due to competitive pressures, operating profits on such contracts are often less
than 10%.

     We maintain reserves for uncollectible  accounts receivable which may arise
in the normal  course of  business.  Historically,  we have not had  significant
write-offs of uncollectible accounts receivable.  However, we do perform work on
many contracts and task orders, where on occasion, issues may arise, which would
lead to accounts receivable not being fully collected.

Costs of Revenues

     Our costs are categorized as either direct or indirect costs.  Direct costs
are those that can be identified  with and  allocated to specific  contracts and
tasks.  They include labor,  fringe  (vacation time,  medical/dental,  401K plan
matching   contribution,   tuition   assistance,   employee  welfare,   worker's
compensation and other benefits),  subcontractor costs,  consultant fees, travel
expenses  and  materials.  Indirect  costs are either  overhead  or general  and
administrative  expenses.  Indirect  costs cannot be  identified  with  specific
contracts  or  tasks,  and to the  extent  that  they  are  allowable,  they are
allocated  to  contracts   and  tasks  using   appropriate   government-approved
methodologies.  Costs determined to be unallowable under the Federal Acquisition
Regulations cannot be allocated to projects. Our principal unallowable costs are
interest  expense,  amortization  expense for goodwill (prior to the adoption of
SFAS No. 142 in January 2002),  amortization  expense for separately  identified
intangibles from acquisitions,  certain general and administrative expenses and,
prior to our initial  public  offering,  management  fees paid to  Caxton-Iseman
Capital, Inc., an affiliate of our principal stockholders.  A key element to our
success has been our ability to control indirect and unallowable costs, enabling
us to profitably  execute our existing  contracts and  successfully  bid for new
contracts. In addition, with the acquisition of new companies, we have been able
to manage our indirect costs and improve  operating  margins by integrating  the
indirect cost structures and realizing opportunities for cost synergies.

                                       27
<PAGE>


Goodwill Impairment

     Goodwill  relating to our  acquisitions  represents the excess of cost over
the fair value of net tangible and  separately  identifiable  intangible  assets
acquired.  For  acquisitions  completed  prior to July 1,  2001,  and  until the
adoption  of SFAS No. 141 and SFAS No. 142 on  January  1,  2002,  goodwill  was
amortized on a  straight-line  basis over periods  ranging from twenty to thirty
years.  Determination of the amortization  period was dependent on the nature of
the operations acquired. Effective January 1, 2002, we adopted SFAS No. 142, and
no longer amortize  goodwill,  but rather test for impairment of our goodwill at
least annually using a fair value approach.

     As of June 30, 2002, we had identified our reporting  units,  allocated our
assets and liabilities,  including goodwill, to reporting units and compared the
carrying  value of the reporting  units to their  estimated  fair values using a
discounted cash flow approach in performing the transitional impairment analysis
required under SFAS No. 142. There was no indication of goodwill impairment as a
result of the transitional impairment analysis.

     As of September  30,  2002,  we performed  our annual  goodwill  impairment
analysis required under SFAS No. 142. We applied the same methodology  described
above in  performing  our  annual  impairment  test and we  noted  there  was no
indication of goodwill  impairment  for any reporting  unit. We will perform our
annual  impairment  test as of  September  30,  each year  unless  circumstances
indicate that an impairment test should be performed  sooner. If we are required
to record an impairment  charge in the future, it would have an adverse non-cash
impact on our results of operations.

Long-Lived Assets and Identifiable Intangible Asset Impairment

     Long-lived assets and identifiable  intangible assets,  excluding goodwill,
are evaluated for impairment when events occur that suggest that such assets may
be impaired.  Such events could  include,  but are not limited to, the loss of a
significant customer or contract, decreases in federal government appropriations
or funding of certain  programs,  or other similar events.  None of these events
occurred for the period ended  December 31, 2002.  We determine if an impairment
has occurred based on a comparison of the carrying  amount of such assets to the
future  undiscounted  net  cash  flows,   excluding  charges  for  interest.  If
considered  impaired,  the  impairment  is  measured  by the amount by which the
carrying  amount of the assets exceeds their estimated fair value, as determined
by an analysis of discounted  cash flows using a discounted  interest rate based
on our cost of capital and the related risks of recoverability.

     In evaluating impairment,  we consider,  among other things, our ability to
sustain our current financial  performance on contracts and tasks, our access to
and  penetration of new markets and customers and the duration of, and estimated
amounts from, our contracts.  Any uncertainty of future financial performance is
dependent on the ability to maintain our customers and the continued  funding of
our contracts  and tasks by the  government.  Over the past four years,  we have
been able to win the majority of our  contracts  that have been  recompeted.  In
addition,  we have been able to sustain financial  performance  through indirect
cost  savings from our  acquisitions,  which have  generally  resulted in either
maintaining or improving  margins on our contracts and tasks. If we are required
to record an impairment charge in the future, it would have an adverse impact on
our results of operations.

Business Combinations

     Subsequent to January 1, 2002 and for business combinations occurring after
June 30, 2001, we apply the provisions of SFAS No. 141,  Business  Combinations,
whereby the net tangible and separately  identifiable intangible assets acquired
and liabilities  assumed are recognized at their estimated fair market values at
the acquisition  date. The purchase price in excess of the estimated fair market
value of the net tangible and separately identifiable intangible assets acquired
represents  goodwill.  The  allocation  of the  purchase  price  related  to our
business  combinations  involves significant  estimates and management judgement
that may be adjusted  during the  allocation  period,  but in no case beyond one
year from the acquisition  date. Costs incurred  related to successful  business
combinations  are  capitalized  as costs of business  combinations,  while costs
incurred by us for  unsuccessful  or terminated  acquisition  opportunities  are
expensed when we determine  that such  opportunities  will no longer be pursued.
Costs incurred related to anticipated business combinations are deferred.

                                       28
<PAGE>

Statements of Operations

     The following is a description of certain line items from our  consolidated
statement of operations.

     Costs of  revenues  include  direct  labor and  fringe  costs  for  program
personnel and direct  expenses  incurred to complete  contracts and task orders.
Costs of revenues also include  subcontract  work,  consultant fees,  materials,
depreciation  and  overhead.  Overhead  consists of indirect  costs  relating to
operational  managers,   rent/facilities,   administration,   travel  and  other
expenses.

     General and administrative  expenses are primarily for corporate  functions
such as management, legal, finance and accounting, contracts and administration,
human resources,  company management  information systems and depreciation,  and
also include other unallowable  costs such as marketing,  certain legal fees and
accruals.

     Amortization  expenses relate to the costs  associated with goodwill (prior
to our adoption of SFAS No. 142 on January 1, 2002) and  intangible  assets from
our  acquisitions.  These intangible assets represent the fair value assigned to
employee workforce as part of our acquisitions of A&T and Sherikon (prior to our
adoption of SFAS No. 141 on January 1, 2002) and contract backlog as part of our
acquisitions  of A&T,  Sherikon and SIGCOM.  Amortization  expenses also include
costs associated with certain non-compete  agreements entered into in connection
with acquisitions.

     Interest  expense is primarily  for our 12% Notes and our Credit  Facility,
our  subordinated  notes payable and subordinated  convertible  promissory notes
held by our  stockholders  prior to their  repayment or conversion in connection
with our IPO, and other miscellaneous interest costs. In addition, approximately
$1.9 million of interest  expense for the twelve months ended  December 31, 2002
relates to the  recognition  of previously  unrecognized  losses  related to the
termination of approximately $30.0 million in interest rate swaps.

     Other income is from non-core business items such as gains on the sales and
closures of businesses and investments.

Backlog

     Each year a  significant  portion of our revenue is derived  from  existing
contracts with our government  clients,  and a portion of the revenue represents
work related to  maintenance,  upgrade or replacement of systems under contracts
or  projects  for which we are the  incumbent  provider.  Proper  management  of
contracts  is critical to our overall  financial  success and we believe that we
manage costs  effectively,  making us competitive on price.  We believe that our
demonstrated  performance  record  and  service  excellence  have  enabled us to
maintain our position as an incumbent  service  provider on more than 90% of our
contracts that have been  recompeted over the past four years. We have increased
our total estimated  contract value by approximately  $760.0 million,  from $3.5
billion as of December 31, 2001,  to $4.3 billion at December 31, 2002, of which
approximately  $418.2 million was funded backlog as of December 31, 2002. Funded
backlog increased approximately $108.7 million to $418.2 million at December 31,
2002 from $309.5 million as of December 31, 2001. Our total  estimated  contract
value represents the aggregate  estimated contract revenue to be earned by us at
a given  time  over the  remaining  life of our  contracts.  When  more than one
company is awarded a contract for a given work requirement,  we include in total
estimated  contract value only our estimate of the contract revenue we expect to
earn over the  remaining  term of the  contract.  Funded  backlog  is based upon
amounts actually  appropriated by a customer for payment for goods and services.
Because the federal government operates under annual appropriations, agencies of
the  federal  government  typically  fund  contracts  on an  incremental  basis.
Accordingly,  the majority of the total  estimated  contract value is not funded
backlog. Our estimated contract value is based on our experience under contracts
and we believe our estimates are reasonable.  However, there can be no assurance
that our existing  contracts  will result in actual  revenues in any  particular
period or at all. These amounts could vary depending upon government budgets and
appropriations.  In  addition,  we are  periodically  asked to work  at-risk  on
projects.  At-risk  means that the customer has asked us to work, or to continue
working,  on a project even though there are no funds obligated and released for
payment by the  customer . In most cases,  the  government  is in the process of
funding  the  contract  or tasks and  requests  that we  continue  work to avoid
disruptions to the project.  Historically,  we have not recorded any significant
write-offs because funding was not ultimately received.

                                       29
<PAGE>

Acquisitions, Divestitures and Business Closures

     In  1996,  we  were  formed  by  affiliates  of and  companies  managed  by
Caxton-Iseman Capital, Inc., including Azimuth Technologies, L.P., Azimuth Tech.
II  LLC  and  Frederick  J.  Iseman,  which  we  refer  to  collectively  as the
"Caxton-Iseman  Stockholders."  On  April  1,  1996,  we  acquired  all  of  the
outstanding stock of Anteon Virginia (then known as Ogden Professional  Services
Corporation) from Ogden Corporation in a leveraged transaction.  Anteon Virginia
provided  information  technology and network system  services  primarily to the
U.S.  government  and  its  agencies.  We  paid an  aggregate  consideration  of
approximately  $36.5  million  to  Ogden,   including   transaction  costs.  The
acquisition was accounted for using the purchase method of accounting.

     The following table summarizes our acquisitions,  divestitures and business
closures.
<TABLE>
<CAPTION>

                                                                                            Revenues for the most
                                                                                          recently completed twelve
                                                                                           month period ended prior
                 Name                           Status              Acquisition Date            to acquisition
                                                                                                (in thousands)
ACQUISITIONS
<S>                                                                           <C>               <C>
   Vector Data Systems...........              Acquired                August 1997              $     35,600
   Techmatics....................              Acquired                 May 1998                      56,700
   Analysis & Technology.........              Acquired                 June 1999                    170,400
   Sherikon......................              Acquired               October 2000                    62,700
   SIGCOM Training...............              Acquired                 July 2001                     12,500

</TABLE>
<TABLE>
<CAPTION>


                                                                                           Revenues for the twelve
                                                                                            months ended prior to
                 Name                           Status          Divestiture/Closure Date     divestiture/closure
                                                                                                (in thousands)
DIVESTITURES/CLOSURES
<S>                                                                  <C>                     <C>
   CITE                                          Sold           June 2001                    $         2,411
   IMC                                           Sold           July 2001                             21,710
   DisplayCheck..................                Sold           April 2002                               270
   STSR                                         Closed          December 2001                          3,427
</TABLE>


         Acquisitions

     Vector Data Systems--On August 29, 1997, we acquired all of the outstanding
stock of Vector Data Systems,  Inc., or "Vector Data,"  including  Vector Data's
eighty   percent   equity   interest  in  Vector  Data  Systems  (UK)   Limited,
collectively,  "Vector."  Vector supplied  specialized  information  systems and
services for the collection,  analysis and distribution of military intelligence
data. The aggregate  consideration  paid by us was approximately  $19.0 million,
including  transaction  costs.  The  acquisition  was  accounted  for  using the
purchase method of accounting.

     Techmatics--On  May 29, 1998, we acquired all of the  outstanding  stock of
Techmatics,   an  established   provider  of  systems  engineering  and  program
management services for large-scale  military system development,  including the
Navy's surface ship fleet,  on-ship combat systems and missile defense programs.
The  aggregate  consideration  paid  by  us  was  approximately  $45.9  million,
including  transaction  costs.  The  acquisition  was  accounted  for  using the
purchase method of accounting.

     Analysis & Technology--On June 23, 1999, we acquired all of the outstanding
stock of  Analysis  &  Technology,  Inc.,  or "A&T," a provider  of systems  and
engineering  technologies,  technology-based  training systems,  and information
technologies to the U.S. government and commercial  customers,  for an aggregate
consideration, including transaction costs, of approximately $115.6 million. The
acquisition was accounted for using the purchase method of accounting.

                                       30
<PAGE>

     Sherikon--On October 20, 2000, we purchased all of the outstanding stock of
Sherikon,   a  technology   solutions  and  services   firm,  for  an  aggregate
consideration,  including  transaction costs, of approximately $34.8 million. We
issued $7.5 million  principal  amount  subordinated  promissory notes to former
shareholders of Sherikon of which $2.5 million remains  outstanding.  On October
18, 2002, we asserted an indemnification  claim against the former  shareholders
of Sherikon in an aggregate amount  exceeding the $2.5 million  promissory note.
We are treating this indemnification claim as a set off against the $2.5 million
promissory note obligation. The acquisition was accounted for using the purchase
method of accounting.

     SIGCOM  Training--On  July 20, 2001, we acquired the assets,  contracts and
personnel of the training  systems  division of SIGCOM,  Inc.,  for an aggregate
consideration  of $11.0  million,  including  transaction  costs.  The  training
systems  division  of SIGCOM,  Inc. is a provider  of  sophisticated  simulation
systems used by the most advanced military and government  organizations  around
the world,  including the U.S. Army, U. S. Marine Corps,  U. S. Navy Seals,  the
FBI,  SWAT teams,  British  Special  Forces and NATO troops,  to help  acclimate
members of the armed forces to combat conditions in urban areas. The acquisition
was accounted for using the purchase method of accounting.

Divestitures/Closures

     In June  2001,  our  management  made a  strategic  decision  to focus  our
resources on our core services  business.  As a result,  we have sold, closed or
substantially curtailed several small businesses.

     Center for Information Technology Education--We established CITE in 1999 to
conduct training for adults in the metropolitan  Washington,  D.C. area who were
interested in  information  technology as a second  career.  CITE offered ORACLE
database  and JAVA  training.  While  initially  profitable,  the  business  was
impacted by the slowdown of the general  economy.  On June 29, 2001, we sold the
business for  $100,000,  of which $50,000 was paid in cash and the remainder was
required  to be paid in  equal  monthly  installments  of  approximately  $8,300
beginning August 1, 2001. In addition, we retained the tuition from courses that
were already  underway  prior to the sale on June 29, 2001.  CITE's  losses from
operations totaled $1.0 million for the twelve months ended December 31, 2001 on
revenue of $1.2 million.  CITE's income from operations totaled $414,000 for the
year ended December 31, 2000 on revenues of $2.5 million.

     CITI-SIUSS  LLC--We  established a joint venture,  CITI-SIUSS LLC (formerly
known as Anteon-CITI-LLC),  with Criminal Investigative Technology, Inc. in 1999
to participate in the law enforcement  software development and services market.
After two years of investment in software and business development expenses, the
joint  venture  had  not  generated  a  sufficient  customer  base to  create  a
self-supporting business. In June 2001, we decided to cease software development
operations but to continue to support existing customers.  For the twelve months
ended December 31, 2001, the joint venture  generated  operating  losses of $2.6
million on revenues of  approximately  $1.5  million,  compared  with  operating
losses of $2.5  million on  revenues  of $879,000  for the twelve  months  ended
December  31,  2000.  We do not  intend  to make any  additional  investment  in
developing or enhancing the existing software.

     Interactive  Media Corp.--On July 20, 2001, we sold all of our stock in IMC
for $13.5 million in cash,  subject to adjustment based on the amount of working
capital as of the day of sale. IMC specializes in providing training services to
customers  primarily  in the  commercial  marketplace.  Prior to the  sale,  IMC
transferred  to  us  the  assets  of  the  government  division  of  IMC,  which
specializes in training services primarily for the government  marketplace.  For
the  commercial  division,  revenues  were  approximately  $11.7 million for the
twelve  months ended  December 31,  2001,  as compared to $18.1  million for the
twelve months ended December 31, 2000. Operating loss was approximately  $41,000
for the twelve months ended  December 31, 2001, as compared to operating  income
of $686,000 for the twelve months ended  December 31, 2000.  The total gain from
the  sale  recorded  for  the  twelve  months  ended   December  31,  2001,  was
approximately $3.5 million.

                                       31
<PAGE>

     DisplayCheck--Through  our  acquisition  of A&T in June 1999,  we  acquired
expertise  in  electronic   testing  of  liquid   crystal   displays  and  other
microdisplay products that utilize liquid crystal on silicon technologies.  This
newly emergent market was pursued to determine  business  feasibility.  While we
were  successful  in  generating  a  limited  amount  of  revenue  from our test
equipment  products,  we decided  not to make any  further  investments  in this
market.  Operations  ceased in August  2001.  Operating  losses of  $407,000  on
revenues of $664,000 were incurred in the twelve months ended December 31, 2001.
DisplayCheck  generated an  operating  loss of $15,000 on revenue of $703,000 in
2000. On April 3, 2002, we sold  principally  all of the assets and  transferred
certain liabilities of the business for an aggregate purchase price of $200,000.

     South Texas Ship  Repair--Through  our  acquisition  of Sherikon in October
2000,  we acquired  South Texas Ship  Repair,  or "STSR".  STSR  specialized  in
performing  ship  repair   projects  for  government,   commercial  and  private
customers.   The  market   conditions   for  this  type  of  work   deteriorated
significantly  in late  2000 and early  2001.  Management  decided  to cease the
operations of STSR in December 2001. During the twelve months ended December 31,
2001, we incurred  operating losses of $2.1 million on revenues of $3.3 million.
For the twelve months ended  December 31, 2001, we also wrote off  approximately
$1.0  million in  goodwill,  which was part of the  original  goodwill  from the
Sherikon acquisition.

         Results of Operations

     Our  historical  consolidated  financial  statements  do  not  reflect  the
full-year  impact of the  operating  results  of a number  of our  acquisitions,
divestitures  and closures,  since their operating  results are only included or
excluded from our results from the date of acquisition,  divestiture or closure,
as applicable.  In addition, our operating results from period to period may not
be comparable  with future  results  because we incurred a number of expenses as
discussed below, the impact of the amortization and reclassification  principles
of SFAS No.142  relating to goodwill and certain  intangible  assets  (discussed
below) and the impact of our initial public offering in March 2002.

                                       32
<PAGE>


     The following table sets forth our consolidated results of operations based
on the  amounts  and  percentage  relationship  of the items  listed to revenues
during the period shown:
<TABLE>
<CAPTION>

                                                                         Twelve Months Ended
                                   ------------------------------------------------------------------------------------------------
                                                                             December 31,
                                                   2002                        2001                            2000
                                                                  (in thousands, except percentages)
<S>                                   <C>              <C>           <C>              <C>           <C>              <C>
Revenues                              $    825,826     100.0%        $   715,023      100.0%        $   542,807      100.0%
   Cost of Revenues...........             711,328      86.1             627,342       87.7             474,924       87.5
   Gross Profit...............             114,498      13.9              87,681       12.3              67,883       12.5
   Costs and expenses..........
   General and administrative.              48,197       5.8              51,442        7.2              38,592        7.1
   Amortization(1)............               1,907       0.3               9,374        1.3               8,253        1.5

Total Operating Expenses                    50,104       6.1              60,816        8.5              46,845        8.6

Income from operations........              64,394       7.8              26,865        3.8              21,038        3.9
Interest expense, net.........              17,394       2.1              26,872        3.8              26,513        4.9
Other (income) expense, net...                (417)       --              (4,046)      (0.6)                 --         --

Income before taxes and
     minority interest........              47,417       5.7               4,039        0.6              (5,475)      (1.0)
Provision (benefit) for income
     taxes....................              18,374       2.2               4,413        0.6                (153)        --
Minority interest.............                 (18)       --                 (38)        --                  32         --

Income (loss) before
     extraordinary items                    29,025       3.5                (412)      (0.1)             (5,290)      (1.0)
Extraordinary gain (loss) on
     early extinguishment of
     debt, net of tax.........              (2,581)     (0.3)                330         --                  --         --
Net income (loss).............        $     26,444       3.2%        $       (82)       0.0%        $    (5,290)      (1.0)%

</TABLE>


 (1) Includes amortization of non-compete  agreements,  amortization of contract
     backlog  intangibles and for 2000 and 2001, before the adoption of SFAS No.
     142,   goodwill   amortization  and  amortization  of  employee   workforce
     intangibles.

2002 compared with 2001

Revenues

     For the twelve months ended December 31, 2002, revenues increased to $825.8
million,  or 15.5%, from $715.0 million for the twelve months ended December 31,
2001. The increase in revenues was  attributable  to organic growth and the full
year 2002  impact of the  acquisition  of SIGCOM  Training in July,  2001.  This
increase  was offset in part by the sale of the  commercial  business  of IMC on
July 20, 2001. IMC's 2001 revenue for the commercial  division was $11.7 million
through the sale date.  For the twelve  months  ended  December  31,  2002,  our
organic growth was 16.9%, or $119.2  million,  excluding the impact of acquired,
closed or sold  businesses.  The  increase in our organic  growth was  primarily
attributable   to  growth  in  contracts  for  the  development  of  information
technology,  communications  systems for the intelligence  community,  training,
modeling and simulation across our Department of Defense customer base,  support
for  U.S.  Navy  programs  and  support  for U. S.  Air  Force  acquisition  and
operations.

                                       33
<PAGE>

Costs of Revenues

     For the twelve months ended December 31, 2002, costs of revenues  increased
by $84.0 million, or 13.4%, to $711.3 million from $627.3 million for the twelve
months ended  December 31, 2001.  For the twelve months ended December 31, 2002,
costs of revenues as a percentage of revenues  decreased to 86.1% from 87.7% for
the twelve months ended  December 31, 2001.  The costs of revenues  increase was
due primarily to the  corresponding  growth in revenues  resulting  from organic
growth and our acquisition of SIGCOM  Training.  The gross margin increased from
12.3% for the twelve  months  ended  December  31,  2001 to 13.9% for the twelve
months ended December 31, 2002, primarily due to reductions in overhead expenses
and  depreciation.  Depreciation  decreased  from $7.1  million  in 2001 to $4.3
million in 2002.  Most of the decrease was due to the  curtailment of operations
of CITI-SIUSS LLC in 2001 and completion of the remaining software  depreciation
during the first half of 2001.

General and Administrative Expenses

     For the twelve months ended December 31, 2002,  general and  administrative
expenses  decreased  $3.2 million,  or 6.3%, to $48.2 million from $51.4 million
for the twelve  months  ended  December  31,  2001.  General and  administrative
expenses for the twelve  months ended  December  31,  2002,  as a percentage  of
revenues,  decreased to 5.8% from 7.2%.  Excluding certain items from the twelve
months ended December 31, 2001, as outlined below,  and the impact of businesses
sold or closed  (described  above),  general  and  administrative  expenses as a
percentage of revenue would have been 6.3% of our revenues for the twelve months
ended December 31, 2001.  Certain items totaling $6.6 million that were incurred
in the twelve  months  ended  December  31,  2001,  but were not incurred in the
twelve  months ended  December 31, 2002,  included a $3.6 million fee payable to
Caxton-Iseman Capital, Inc. in connection with the termination of our management
fee agreement as of December 31, 2001,  management  fees of $1.0 million paid to
Caxton-Iseman  Capital, Inc., a $750,000 write-down of the carrying value of our
North Stonington,  Connecticut  facility,  a $600,000 settlement and $497,000 in
legal fees  incurred  in the first  quarter of 2001 for  matters  relating  to a
dispute with a former subcontractor, and a $181,000 severance charge relating to
the termination of a former A&T executive.  General and administrative  expenses
for the twelve  months ended  December 31, 2001 also  included  costs related to
several businesses which were either sold or closed during 2001,  including IMC,
CITE, DisplayCheck and STSR.

Amortization

     For the twelve  months  ended  December  31,  2002,  amortization  expenses
decreased  $7.5  million,  or 79.7 %, to $1.9  million from $9.4 million for the
twelve months ended December 31, 2001.  Amortization as a percentage of revenues
was 1.3% for the  twelve  months  ended  December  31,  2001.  The  decrease  in
amortization expenses was primarily attributable to the adoption of SFAS No. 142
as of January 1, 2002, which  eliminated  further  amortization of goodwill.  In
addition,  for the twelve  months ended  December  30,  2001,  we wrote off $1.0
million in goodwill  associated  with the closure of STSR in 2001. See the notes
to our consolidated financial statements, included elsewhere in this filing.

Operating Income

     For the twelve months ended December 31, 2002,  operating  income increased
$37.5  million,  or 139.7%,  to $64.4  million from $26.9 million for the twelve
months ended  December 31, 2001.  Operating  income as a percentage  of revenues
increased to 7.8% for the twelve  months  ended  December 31, 2002 from 3.8% for
the twelve months ended  December 31, 2001.  Absent the $6.6 million of expenses
for the twelve  months  ended  December  31, 2001  described  in the general and
administrative  expenses  section  above,  the $1.0 million for the write-off of
goodwill  as a result  of the  closure  of STSR,  assuming  the  allocation  and
amortization  principles  of SFAS No. 141 and SFAS No. 142 had been in effect as
of January 1, 2001,  assuming the elimination of our sold or closed  operations,
and  including  the operating  results of SIGCOM  Training for fiscal 2001,  our
operating  income  would have been $39.8  million  for the twelve  months  ended
December 31, 2001, and our operating margin would have been 5.6%.

                                       34
<PAGE>

Interest Expense, Net

     For the twelve months ended  December 31, 2002,  interest  expense,  net of
interest income,  decreased $9.5 million, or 35.3%, to $17.4 million from $ 26.9
million for the twelve months ended  December 31, 2001. The decrease in interest
expense was due  primarily to a reduction in our debt as a result of our initial
public  offering in March 2002,  which  generated $75.2 million in net cash, and
the conversion of our $22.5 million  subordinated  convertible  promissory  note
held by Azimuth Tech. II LLC, one of our  principal  stockholders.  In addition,
interest expense decreased as a result of lower borrowing rates in 2002 compared
with  2001.  The  decrease  in  interest  expense  was  offset  in  part  by the
recognition  of previously  unrecognized  losses of $1.9 million  related to the
termination of $30.0 million of interest rate swap agreements.

Other Income

     For the twelve months ended December 31, 2002,  other income decreased $3.6
million, to $417,000, from $4.0 million for the twelve months ended December 31,
2001. Other income for the twelve months ended December 31, 2002 included a gain
on the sale of  DisplayCheck  assets  and  receipt  of  insurance  proceeds  for
misappropriated  equipment  previously  recorded as a loss. Other income for the
twelve months ended December 31, 2001 was comprised  primarily of gains on sales
and  closure  of  businesses  of $4.0  million.  Gains on sales and  closure  of
businesses  consisted  of a  $100,000  gain on the  sale of  CITE's  assets  and
$487,000  representing  the  remaining  minority  interest  as of  the  date  of
curtailment of operations of CITI-SIUSS, LLC. In addition, for the twelve months
ended December 31, 2001, we sold IMC as discussed above,  resulting in a gain of
$3.5 million.

Provision For Income Taxes

     Our effective  tax rate for the twelve  months ended  December 31, 2002 was
38.8%,  compared with 110.3% for the twelve months ended  December 31, 2001, due
primarily to a reduction in non-deductible  goodwill  amortization  expense as a
result of the implementation of SFAS No. 142 as of January 1, 2002.

2001 Compared with 2000

Revenues

     For the twelve months ended December 31, 2001, revenues increased to $715.0
million,  or 31.7%, from $542.8 million for the twelve months ended December 31,
2000. The increase in revenues was  attributable to organic growth,  a full year
of  revenue  from  Sherikon,  which  was  acquired  in  October  2000,  and  the
acquisition of SIGCOM Training.  These increases were offset in part by the sale
of the commercial  business of IMC on July 20, 2001. For the twelve months ended
December 31, 2001, organic growth was 21.0%, or $110.9 million.  This growth was
driven in part by the expansion of work on several large contracts with the U.S.
Army, FEMA, Office of the Secretary of Defense,  GSA and U.S. Postal Service. In
addition,  we won several new contracts,  including contracts with the Secretary
of the Air Force,  the U.S.  Army Battle  Simulation  Center and the U.S.  Navy.
Sherikon  provided $68.7 million in revenue during the twelve month period ended
December 31, 2001,  which was an increase of $53.5 million from the twelve month
period ended December 31, 2000,  during which Sherikon was only included for the
period  subsequent to its acquisition.  SIGCOM  Training,  which was acquired in
July 2001,  provided an  additional  $7.9 million in revenue  subsequent  to its
acquisition.  IMC's  revenues for the  commercial  division  were $11.7  million
during the twelve  month period ended  December  31, 2001,  compared  with $18.1
million  during the twelve month period ended December 31, 2000. IMC was sold in
July 2001.

Costs of Revenues

     For the twelve  month period  ended  December  31, 2001,  costs of revenues
increased by $152.4 million, or 32.1%, to $627.3 million from $474.9 million for
the twelve  month  period  ended  December  31,  2000.  Costs of  revenues  as a
percentage  of revenues grew from 87.5% to 87.7%.  The costs of revenues  growth
was due primarily to the corresponding growth in revenues resulting from organic
growth, the inclusion of a full year of Sherikon's revenues, and the acquisition
of SIGCOM  Training.  The  majority  of this  growth was due to a $61.4  million
increase  in direct  labor and fringe  and an $84.1  million  increase  in other
direct contract  costs.  Our gross margin declined from 12.5% to 12.3% primarily
due  to  an  increase  in  the  portion  of  our  revenues   generated   through
subcontractors, which generally result in a lower margin.

                                       35
<PAGE>

General and Administrative Expenses

     For  the  twelve  month  period  ended  December  31,  2001,   general  and
administrative expenses increased $12.9 million, or 33.3%, to $51.4 million from
$38.6 million for the twelve month period ended  December 31, 2000.  General and
administrative expenses as a percentage of revenues increased to 7.2% from 7.1%.
The increase in expenses was due to additional costs related to our growth,  and
included $3.9 million in general and administrative costs reflecting a full year
of  operations  from  Sherikon,  which was  acquired on October 20,  2000.  This
increase was offset by cost savings from the  integration  of A&T,  Sherikon and
SIGCOM  Training.  Expenses  in 2001  included  a $3.6  million  fee  payable to
Caxton-Iseman Capital, Inc. in connection with the termination of our management
fee  agreement as of December 31,  2001; a $1.0 million  management  fee paid to
Caxton-Iseman  Capital,  Inc.  for 2001; a $750,000  write-down  of the carrying
value of our North  Stonington,  Connecticut  facility;  a $600,000  settlement,
$497,000 in related  legal fees  incurred  during the first  quarter of 2001 for
matters relating to a dispute with a former subcontractor (see Note 16(c) to our
historical consolidated financial statements included elsewhere in this filing);
and a $181,000  severance  charge  relating to the  termination  of a former A&T
executive.  Excluding the aggregate $6.6 million  expenses  mentioned above, our
general and  administrative  expenses for the twelve  months ended  December 31,
2001 would have  represented  6.3% of our revenues for the same period.  General
and  administrative  expenses for the twelve months ended December 31, 2001 also
included  costs related to several  businesses  which were either sold or closed
during the year, including IMC, CITE, DisplayCheck and STSR.

Amortization

     For the twelve month period ended December 31, 2001,  amortization expenses
increased $1.1 million or 13.6%, to $9.4 million from $8.3 million for the prior
period.  Amortization  as a percentage of revenues  decreased to 1.3% from 1.5%.
The increase in  amortization  expenses  was  primarily  attributable  to a $1.2
million increase in amortization  expense due to the inclusion of a full year of
Sherikon goodwill and intangibles  amortization expense, as well as $100,000 for
six months of SIGCOM Training intangible  amortization  expense. In addition, we
wrote off $1.0  million in  goodwill  relating  to the  closure of STSR in 2001.
These amounts were offset by a $500,000 decrease in non-compete amortization and
a  $859,000  increase  due to a large  one-time  adjustment  resulting  from the
reclassification  of a portion of A&T's goodwill to intangibles,  which occurred
in 2000.

Operating Income

     For the twelve  month period ended  December  31,  2001,  operating  income
increased $5.8 million, or 27.7%, to $26.9 million from $21.0 million. Operating
income as a percentage of revenue  decreased to 3.8% for the twelve months ended
December  31, 2001 from 3.9% for the twelve  months  ended  December  31,  2000.
Absent $6.6 million of expenses detailed in general and administrative expenses,
$1.0  million for the  write-off of goodwill as a result of the closure of STSR,
assuming the allocation and amortization  principles of SFAS No. 142 had been in
effect as of January 1, 2001, and assuming the elimination of our sold or closed
operations  for the entire  twelve  month period  ended  December 31, 2001,  our
operating income would have been $39.8 million for the twelve month period ended
December 31, 2001 and our operating margin would have been 5.6%.

Interest Expense

     For the twelve month period ended December 31, 2001, interest expense,  net
of interest  income,  increased  $360,000,  or 1.4%, to $26.9 million from $26.5
million for the twelve  month period  ended  December 31, 2000.  The increase in
interest expense was due primarily to increased borrowings on our revolving line
of credit  relating  primarily to the  purchases of Sherikon in October 2000 and
SIGCOM  Training  in July  2001,  net of  proceeds  from the sale of IMC used to
reduce our  borrowings  under the  revolving  loan  portion of our prior  credit
facility.

                                       36
<PAGE>

Other Income

     For the twelve month period ended  December 31, 2001,  other income,  which
includes  gains on sales and closures of businesses,  was $4.0 million.  We sold
IMC in the third quarter of 2001 at a gain of $3.5 million.  In addition,  other
income includes a $100,000 gain on the sale of CITE's assets and a $487,000 gain
resulting  from the  closure  of the  CITI-SIUSS,  LLC.  Upon  cessation  of the
operations of CITI-SIUSS,  LLC there were no excess proceeds  available to us or
the minority interest.  Accordingly, the remaining minority interest was written
off to other income.

Provision for Income Taxes

     Our effective tax rate for the twelve month period ended  December 31, 2001
was 110.3%,  compared  with a benefit of 2.8% for the twelve  month period ended
December 31, 2000 due to an increase in non-deductible  goodwill associated with
the  acquisition of Sherikon and the increase of our effective  federal tax rate
from 34% to 35%.

Liquidity and Capital Resources

         Cash Flow for the Twelve Months Ended December 31, 2002 and 2001
     We generated  $1.3 million in cash from  operations  for the twelve  months
ended December 31, 2002. By comparison,  we generated $37.9 million in cash from
operations  for the twelve months ended  December 31, 2001. The reduced level of
cash from operations for the twelve months ended December 31, 2002 was primarily
the  result of an  increase  in  contract  receivables  created by an upgrade of
software systems and procedures by two government  paying offices that process a
substantial  percentage  of our  invoices,  which  caused  delays in  payment of
contract  receivables.  We saw  improvement in government  payment cycles in the
fourth  quarter of 2002,  which  resulted in a four day  improvement in our days
sales outstanding as compared to the third quarter of 2002. We expect collection
of  contract  receivables  from these two paying  offices to continue to improve
during 2003. Contract receivables  increased $57.7 million for the twelve months
ended December 31, 2002.  Principally as a result of the above, total days sales
outstanding  were  78  days  as of  December  2002  compared  with 66 days as of
December 2001.  Accounts  receivable totaled $189.1 million at December 31, 2002
and  represented  52% of total assets at that date.  Additionally,  increases in
accounts payable and accrued  expenses  resulted in an increase of $22.6 million
of cash from operations, a 43.6% increase from 2001. For the twelve months ended
December 31, 2002, net cash used in investing activities was $1.4 million, which
was attributable to purchases of property,  plant and equipment,  offset in part
by $1.8  million in proceeds  received  from the sale of our facility in Butler,
Pennsylvania.  Cash  provided by financing  activities  was $2.5 million for the
twelve months ended December 31, 2002.

     On March 15, 2002, we completed  our IPO with the sale of 4,687,500  shares
of our common stock. Our net proceeds were approximately $75.2 million, based on
an IPO price of $18.00 per share,  after  deducting  underwriting  discounts and
commissions of $5.9 million and offering costs and expenses of $3.3 million.  We
used  the net  proceeds  from  the IPO  to:  repay  $11.4  million  of our  debt
outstanding   under  the  term  loan  portion  of  our  prior  credit  facility;
temporarily  pay down $39.5 million on the  revolving  loan portion of our prior
credit facility on March 15, 2002 (the revolving loan was subsequently increased
on April 15, 2002 to redeem $25.0  million  principal  amount of our 12% Notes);
redeem $25.0 million principal amount of our 12% Notes on April 15, 2002, and to
pay accrued  interest of $1.3 million  thereon and the  associated  $3.0 million
prepayment premium (pending the permanent use of such net proceeds, we used such
funds to temporarily reduce the revolving portion of our prior credit facility);
to repay in full our $7.5 million principal amount subordinated  promissory note
held by Azimuth Technologies, L.P., one of our principal stockholders, including
$50,000 aggregate principal amount of our subordinated promissory notes, held by
present members of our management; and to repay $4.4 million of our subordinated
notes,  relating  to accrued  interest  on our $22.5  million  principal  amount
subordinated  convertible promissory note formerly held by Azimuth Tech. II LLC,
one of our principal stockholders.

     The remainder of the net proceeds to us from the IPO,  approximately  $12.5
million, was temporarily invested in short-term  investment grade securities and
subsequently  liquidated  and  used  to  repay  amounts  outstanding  under  the
revolving portion of our prior credit facility. We also used $2.5 million of the
IPO proceeds  temporarily to repay debt under the revolving portion of our prior
credit facility with the intention of repaying in full, on or before October 20,
2002,  a  $2.5  million   principal  amount   promissory  note  held  by  former
stockholders   of  Sherikon,   Inc.  On  October  18,   2002,   we  asserted  an
indemnification  claim against the former  shareholders of Sherikon,  Inc. in an
aggregate  amount  exceeding the $2.5 million  promissory  note. We are treating
this indemnification claim as a set off against the $2.5 million promissory note
obligation.

                                       37
<PAGE>

     On October  21,  2002,  we  entered  into an amended  and  restated  credit
agreement related to our Credit Facility. This amendment and restatement,  among
other things,  provides for the potential increase to the revolving loan portion
of  our  Credit  Facility  to  a  maximum  of  $200  million,   loosens  certain
restrictions on our ability to incur indebtedness and make investments, and made
appropriate revisions to the definition of change in control to reflect the fact
that our IPO has  occurred.  The Credit  Facility  also permits us to elect from
time to time to (i)  repurchase  certain  amounts of our  subordinated  debt and
outstanding  common  stock from our share of excess cash flow (as defined in the
Credit Facility);  and (ii) repurchase  certain amounts of our subordinated debt
from our  share of net cash  proceeds  of  issuances  of equity  securities.  In
addition, the Credit Facility provides flexibility to raise additional financing
to fund future acquisitions.

     Historically, our primary liquidity requirements have been for debt service
under our Credit Facility and 12% Notes and for acquisitions and working capital
requirements.  We have funded these  requirements  primarily through  internally
generated  operating  cash flow and funds  borrowed  under our  existing  Credit
Facility.  Our Credit Facility expires June 23, 2005. The facility consists of a
term loan and a revolving line of credit allowing for aggregate borrowings of up
to $222.3 million as of December 31, 2002. Borrowings from the revolving line of
credit can be made based upon a borrowing  base  consisting  of a portion of our
eligible  billed and unbilled  receivable  balances and our ratio of net debt to
EBITDA (as  defined  in the  Credit  Facility).  The  Credit  Facility  contains
affirmative and negative  covenants  customary for such  financings.  The Credit
Facility  also  contains  financial  covenants  customary  for  such  financing,
including,  but not limited  to:  maximum  ratio of net debt to EBITDA;  maximum
ratio of senior debt to EBITDA and limitation on capital  expenditures.  For the
period ended December 31, 2002, we complied with all of the financial covenants.
At December  31,  2002,  total debt  outstanding  under our Credit  Facility was
approximately $28.2 million,  consisting of $21.2 million of term loan, and $7.0
million outstanding under the revolving loan portion of our Credit Facility. The
total  funds  available  to us under the  revolving  loan  portion of our Credit
Facility as of December 31, 2002 were $108.3 million.  Under certain  conditions
related to excess annual cash flow, as defined in our Credit  Facility,  and the
receipt of proceeds  from certain asset sales and debt or equity  issuances,  we
are required to prepay, in amounts specified in our Credit Facility,  borrowings
under the term loan.  Due to excess cash flows  generated  during 2001 under our
Credit  Facility  (prior  to its  amendment),  we made an  additional  principal
payment of $10.7  million  under the term loan  portion  of our Credit  Facility
during the quarter  ended March 31,  2002.  In  addition,  borrowings  under the
Credit  Facility  mature on June 23, 2005, and we are scheduled to pay quarterly
installments of  approximately  $950,000 under the term portion until the Credit
Facility  matures on June 23, 2005. As of December 31, 2002, we did not have any
capital commitments greater than $1.0 million.

     Our  principal  working  capital need is for funding  accounts  receivable,
which has increased with the growth in our business and the delays in government
funding and payment.  Our principal  sources of cash to fund our working capital
needs are cash  generated from  operating  activities  and borrowings  under our
Credit Facility.

     We  have   relatively   low  capital   investment   requirements.   Capital
expenditures  were $3.2  million and $2.2  million for the twelve  months  ended
December 31, 2002 and 2001,  respectively,  primarily for leasehold improvements
and office equipment.

     We use off-balance  sheet  financing,  primarily to finance certain capital
expenditures.  Operating  leases are used  primarily  to finance the purchase of
computers,  servers,  phone systems and to a lesser  extent,  other fixed assets
like  furnishings.  As of December  31, 2002 we had financed  equipment  with an
original cost of approximately  $14.6 million through operating  leases.  Had we
not used  operating  leases,  we would have used our existing  line of credit to
purchase these assets.  Other than the operating  leases  described  above,  and
facilities leases, we do not have any other off- balance sheet financing.

     Our business acquisition  expenditures were $11.0 million in 2001. In 2001,
we acquired SIGCOM  Training.  The acquisition was financed  through  borrowings
under our prior credit  facility.  In the past,  we have engaged in  acquisition
activity, and we intend to do so in the future.  Historically,  we have financed
our  acquisitions  through  a  combination  of  bank  debt,  subordinated  debt,
subordinated  public and private  debt and equity  investments.  We expect to be
able  to  finance  any  future  acquisitions  either  with  cash  provided  from
operations,  borrowings under our Credit Facility, bank loans, equity offerings,
or some combination of the foregoing.

                                       38
<PAGE>

     We intend to, and expect  over the next  twelve  months to be able to, fund
our operating cash, capital  expenditure and debt service  requirements  through
cash flow from  operations and borrowings  under our Credit  Facility.  Over the
longer term,  our ability to generate  sufficient  cash flow from  operations to
make  scheduled  payments  on our debt  obligations  will  depend on our  future
financial  performance,   which  will  be  affected  by  a  range  of  economic,
competitive and business factors, many of which are outside our control.

Inflation

     We do not believe that inflation has had a material  effect on our business
in 2002 or 2001.

Recent Accounting Pronouncements

     In August 2001, the Financial  Accounting  Standards Board issued Statement
of Financial Accounting  Standards No. 144 ("SFAS No. 144"),  Accounting for the
Impairment or Disposal of Long-Lived  Assets.  SFAS No. 144 addresses  financial
accounting and reporting for the impairment of long-lived  assets to be disposed
of and supersedes  SFAS No. 121, and the accounting and reporting  provisions of
Accounting Principles Board Opinion No. 30 ("APB No. 30"), Reporting the Results
of Operations-Reporting  the Effects of Disposal of a Segment of a Business, and
Extraordinary,  Unusual or Infrequently  Occurring Events and Transactions,  for
the disposal of a segment of a business (as  previously  defined in APB No. 30).
SFAS No. 144  retains  the  requirements  of SFAS No.  121 to review  long-lived
assets for impairment whenever events or changes in circumstances  indicate that
the carrying  amount of an asset may not be  recoverable  from its  undiscounted
cash flows and measure an impairment loss as the difference between the carrying
amount and fair  value of the asset.  SFAS No.  144  removes  goodwill  from its
scope,  which is now addressed in accordance  with SFAS No. 142. We adopted SFAS
No.  144 as of January 1,  2002,  with no impact on our  consolidated  financial
statements.

     In April 2002, the Financial  Accounting  Standards Board issued  Statement
145 ("SFAS No. 145"), Rescission of FASB Statements No. 4, 44, and 64, Amendment
to FASB  Statement  13, and  Technical  Corrections.  SFAS No. 145 addresses the
reporting  of  gains  and  losses  from  extinguishment  of debt.  SFAS No.  145
rescinded  FASB  Statements  4 and 64.  Under the new  standard,  only gains and
losses from extinguishments  meeting the criteria of Accounting Principles Board
Opinion No. 30 would be classified as extraordinary items. Thus, gains or losses
arising from  extinguishments of debt that are part of our recurring  operations
would not be reported as extraordinary items. Upon adoption, previously reported
extraordinary gains or losses not meeting the requirements for classification as
such in  accordance  with  Accounting  Principles  Board Opinion No. 30 would be
required to be reclassified for all periods presented. We will adopt SFAS No.145
as of  January 1,  2003,  and as a result,  we will be  required  to  reclassify
approximately  $2.6 million of extraordinary  loss and $330,000 of extraordinary
gain for the years ended December 31, 2002 and 2001  respectively,  to operating
income.

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal  Activities.  SFAS No. 146 addresses financial  accounting
and  reporting  for  costs  associated  with  exit or  disposal  activities  and
nullifies  Emerging  Issues  Task  Force  ("EITF")  Issue  No.  94-3,  Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring. The provisions of
SFAS No. 146 are  effective for exit or disposal  activities  that are initiated
after  December  31,  2002,  with  early  adoption  encouraged.  We have not yet
determined  the impact,  if any, this  Statement  will have on our  consolidated
financial statements.


     In  November  2002,  the FASB  issued  Interpretation  No. 45,  Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness  of Others.  Interpretation  No. 45 requires  certain
disclosures  to be made by a guarantor  in its  financial  statements  about its
obligations  under  certain  guarantees,   including  product  warranties.   The
disclosure  provisions of this  Statement are effective as of the fourth quarter
of 2002.  This Statement  also requires a guarantor to recognize,  at inception,
for all  guarantees  issued or modified after December 31, 2002, a liability for
the fair value of the obligations it has undertaken in issuing a guarantee.  The
adoption of the fair value  provisions of this  Statement did not have an impact
on our consolidated financial statements.

                                       39
<PAGE>

 In December 2002, the Emerging Issues Task Force ("EITF") issued EITF Issue
00-21,  Accounting for Revenue  Arrangements  with Multiple  Deliverables.  EITF
00-21 provides guidance on determining  whether a revenue  arrangement  contains
multiple  deliverable items and if so, requires revenue be allocated amongst the
different  items based on fair value.  EITF 00-21 also  requires  revenue on any
item  in  a  revenue  arrangement  with  multiple   deliverables  not  delivered
completely  must be  deferred  until  delivery  of the  item is  completed.  The
effective  date of this Issue for the Company will be July 1, 2003.  We have not
yet determined the impact,  if any, this Statement will have on our consolidated
financial statements.


     In January 2003, the FASB issued  Interpretation  No. 46,  Consolidation of
Variable  Interest  Entities.   Interpretation  No.  46  provides  guidance  for
identifying  a controlling  interest in a Variable  Interest  Entity,  or "VIE,"
established  by means other than voting  interests.  Interpretation  No. 46 also
requires  consolidation  of a VIE by an enterprise that holds such a controlling
interest.  The effective date for this  Interpretation  will be July 1, 2003. We
have not yet determined the impact, if any, this Interpretation will have on our
consolidated financial statements.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We have  interest  rate  exposure  relating  to  certain  of our  long-term
obligations.  While the interest rate on the remaining  $75.0 million  principal
amount of our 12% Notes is fixed at 12%, the interest  rate on both the term and
revolving loan portions of our Credit  Facility is affected by changes in market
interest rates. We manage these fluctuations in part through interest rate swaps
that are currently in place and our focus on reducing the amount of  outstanding
debt through cash flow. In addition,  we have implemented a cash flow management
plan focusing on billing and collecting receivables to pay down debt.

     On January 29, 2002, we cancelled  approximately  $30.0 million of interest
swap agreements and recognized previously unrecognized losses of $1.9 million in
interest  expense for the quarter ended March 31, 2002. As of December 31, 2002,
the fair value of our remaining  interest rate swap  agreements of $15.0 million
resulted in a net  liability of $763,000 and has been  included in other current
liabilities.

     A 1% change in interest  rates on variable rate debt would have resulted in
our interest expense fluctuating by approximately  $249,000 and $208,000 for the
twelve months ended December 31, 2002 and 2001, respectively.

Item 8.   Financial Statements and Supplementary Data

          Our consolidated  financial  statements are provided in Part IV., Item
          15 of this filing.

Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

      We had no  disagreements  with our  independent  accountants on accounting
principles,  practices or financial  statement  disclosure  during the two years
prior to the date of our most recent consolidated  financial statements included
elsewhere in this report.

                                       40
<PAGE>

                               Management

Item 10. Directors and Executive Officers of the Registrant

The directors and executive  officers of Anteon and their  respective ages as of
the date of this filing are as follows:
<TABLE>
<CAPTION>

                    Name                       Age                            Position Held
<S>                                            <C>
Frederick J. Iseman....................        50    Chairman of the Board and Director
Joseph M. Kampf........................        58    President, Chief Executive Officer and Director
Thomas M. Cogburn......................        59    Executive Vice President, Chief Operating Officer and Director
Carlton B. Crenshaw....................        57    Senior Vice President and Chief Financial Officer
Mark D. Heilman........................        54    Senior Vice President, Corporate Development
Seymour L. Moskowitz...................        70    Executive Vice President, Technology
Curtis L. Schehr.......................        44    Senior Vice President, General Counsel and Secretary
Vincent J. Kiernan.....................        44    Vice President, Finance
Gilbert F. Decker......................        65    Director
Robert A. Ferris.......................        60    Director
Dr. Paul Kaminski......................        60    Director
Steven M. Lefkowitz....................        38    Director
William J. Perry.......................        75    Director
General Henry Hugh Shelton, USA (ret.).        61    Director
Thomas J. Tisch........................        48    Director
</TABLE>


Frederick J. Iseman, Chairman of the Board and Director

     Frederick J. Iseman has served as our  Chairman and a director  since April
1996.  Mr. Iseman is currently  Chairman and Managing  Partner of  Caxton-Iseman
Capital,  Inc. (a private  investment firm),  which was founded by Mr. Iseman in
1993.  Prior to  establishing  Caxton-Iseman  Capital,  Inc., Mr. Iseman founded
Hambro-Iseman  Capital  Partners (a merchant banking firm) in 1990. From 1988 to
1990, Mr. Iseman was a member of Hambro  International  Venture Fund. Mr. Iseman
is Chairman of Buffets,  Inc.,  a director  of Vitality  Beverages,  Inc.  and a
member of the Advisory Board of Duke Street Capital.

Joseph M. Kampf, President and Chief Executive Officer

     Joseph M. Kampf has served as our President and Chief Executive Officer and
a director  since April 1996.  From January 1994 to 1996, Mr. Kampf was a Senior
Partner of Avenac  Corporation,  a consulting  firm  providing  advice in change
management,  strategic planning,  corporate finance and mergers and acquisitions
to middle  market  companies.  From  1990  through  1993,  Mr.  Kampf  served as
Executive Vice President of Vitro Corporation,  a wholly owned subsidiary of The
Penn Central  Corporation.  Prior to his position as Executive Vice President of
Vitro  Corporation,  Mr.  Kampf  served as the Senior  Vice  President  of Vitro
Corporation's parent company,  Penn Central Federal Systems Company and as Chief
Liaison  Officer for the group with The Penn Central  Corporation.  Between 1982
and 1986,  Mr.  Kampf was Vice  President of Adena  Corporation,  an oil and gas
exploration and development  company. He is a life member of the Navy League and
is also active in the  Surface  Navy  Association,  Naval  Submarine  League and
National Defense Industrial  Association.  He was a Director of the Armed Forces
Communications and Electronics  Association and served on the Board of Directors
of Atlantic  Aerospace and Electronics  Corporation and CPC Health, a non-profit
community mental health agency.

Thomas M. Cogburn, Executive Vice President and Chief Operating Officer

     Thomas M.  Cogburn has served as our  Executive  Vice  President  and Chief
Operating  Officer and a director since April 1996. From 1992 to 1996, he served
as  Chief  Operating  Officer  at Ogden  Professional  Services  Corporation,  a
predecessor  company  of ours.  From 1988 to 1992,  Mr.  Cogburn  served as Vice
President of the Information System Support Division of CACI International, Inc.
Mr. Cogburn's  experience also includes 22 years in information  systems design,
operation, program management, and policy formulation for the U.S. Air Force.

                                       41
<PAGE>

Carlton B. Crenshaw, Senior Vice President and Chief Financial Officer

     Carlton  B.  Crenshaw  has served as our Senior  Vice  President  and Chief
Financial  Officer since July 1996.  From 1989 to 1996, Mr.  Crenshaw  served as
Executive Vice President, Finance and Administration and Chief Financial Officer
of Orbital Sciences Corporation (a commercial  technology company). He served in
a similar  capacity with Software AG Systems,  Inc. from 1985 to 1989. From 1971
to 1985, Mr.  Crenshaw  progressed  from financial  analyst to Vice President of
Strategic  Planning for the Sperry Univac division of Sperry Corporation and was
Treasurer for Sperry Corporation.

Mark D. Heilman, Senior Vice President, Corporate Development

     Mark D.  Heilman  has served as our Senior  Vice  President  for  Corporate
Development  since October 1998.  From 1991 to September 1998, Mr. Heilman was a
partner and principal of CSP Associates, Inc., where he specialized in strategic
planning  and mergers and  acquisition  support for the  aerospace,  defense and
information  technology  sectors.  From  1987 to  1991,  Mr.  Heilman  was  Vice
President  and an  Executive  Director  of  Ford  Aerospace  and  Communications
Corporation.

Seymour L. Moskowitz, Senior Vice President, Technology

     Seymour L.  Moskowitz has served as our Senior Vice  President,  Technology
since  June 2002 and as Senior  Vice  President,  Technology,  from  March  1997
through June 2002. Mr. Moskowitz served as a consultant to us from April 1996 to
March  1997.  Prior to  joining  us,  Mr.  Moskowitz  served  as an  independent
management  consultant from 1994 to April 1996. From 1985 to 1994, Mr. Moskowitz
served as Senior Vice President of Technology at Vitro Corporation, where he was
responsible for the  development and acquisition of technologies  and management
of research and development personnel and laboratory  resources.  Before working
for the Vitro  Corporation,  Mr.  Moskowitz  served as Director of Research  and
Development for Curtiss-Wright Corporation. Mr. Moskowitz has been awarded seven
patents,  authored  and  co-authored  over 50  articles,  and  published in ASME
Transactions,  ASME  Journals  of Energy,  Power and  Aircraft,  SAE Journal and
various conference proceedings.  He formerly served on the Board of Directors of
the Software  Productivity  Consortium and is currently a member of the steering
committee of the Fraunhofer Center (MD) for Software Engineering.

Curtis L. Schehr, Senior Vice President, General Counsel and Secretary

     Curtis L. Schehr has served as our Senior Vice  President,  General Counsel
and  Secretary  since  October  1996.  From 1991 to 1996,  Mr.  Schehr served as
Associate General Counsel at Vitro  Corporation.  During 1990, Mr. Schehr served
as Legal Counsel at Information Systems and Networks Corporation. Prior to 1990,
Mr. Schehr served for six years in several legal and contract oriented positions
at Westinghouse Electric Corporation (Defense Group).

Vincent J. Kiernan, Vice President, Finance

     Vincent J. Kiernan has served as our Vice President,  Finance since October
1998. From July 1995 to September 1998, he served as a Managing Director at KPMG
LLP,  where he  provided  cost and  pricing  control  reviews,  claim  analysis,
accounting/contract  management and general consulting  services to a wide array
of clients  including both government  contractors  and commercial  enterprises.
From 1989 to 1995, Mr.  Kiernan was a Director for Coopers & Lybrand.  From 1985
to 1989, he was a consultant with Peterson & Co. Consulting.

                                       42
<PAGE>

Gilbert F. Decker, Director

     Gilbert F.  Decker has served as a  director  since June 1997.  Mr.  Decker
currently serves as a private consultant to the technology industry.  From April
1999 until August 2001,  Mr. Decker served as Executive  Vice  President at Walt
Disney  Imagineering.  From April  1994 to May 1997,  Mr.  Decker  served as the
Assistant Secretary of the U.S. Army for Research,  Development and Acquisition.
As Assistant  Secretary,  Mr. Decker led the Army's  acquisition and procurement
reform   efforts,   with  an  emphasis  on  eliminating   excessive   government
requirements  throughout  the  acquisition  process.  He also served as the Army
Acquisition Executive,  the Senior Procurement Executive, the Science Advisor to
the Secretary  and the Senior  Research and  Development  official for the Army.
From 1983 to 1989,  Mr.  Decker  was on the Army  Science  Board  and  served as
Chairman  from  March  1987  until the end of his  appointment.  In the  private
sector,  Mr. Decker has served as President and Chief Executive Officer of three
technology companies, including Penn Central Federal Systems Company.

Robert A. Ferris, Director

     Robert A. Ferris has served as a director since April 1996. Mr. Ferris is a
Managing  Director  of  Caxton-Iseman  Capital,  Inc.  and has been  employed by
Caxton-Iseman  Capital,  Inc. since March 1998.  From 1981 to February 1998, Mr.
Ferris was a General  Partner of Sequoia  Associates (a private  investment firm
headquartered in Menlo Park, California).  Prior to founding Sequoia Associates,
Mr.  Ferris  was a Vice  President  of  Arcata  Corporation,  a New  York  Stock
Exchange-listed company. Mr. Ferris currently is a director of Buffets, Inc.

Dr. Paul Kaminski, Director

     Dr. Paul Kaminski has served as a director  since June 1997.  Dr.  Kaminski
has served as Chairman and Chief Executive  Officer of Technovation,  Inc. since
1997 and as a Senior Partner of Global Technology Partners since 1998. From 1994
to May  1997,  Dr.  Kaminski  served  as the  Under  Secretary  of  Defense  for
Acquisition and Technology.  In this position,  Dr. Kaminski was responsible for
all matters relating to Department of Defense  acquisition,  including  research
and development,  procurement,  acquisition reform,  dual-use technology and the
defense  technology and industrial base. Prior to 1994, he served as Chairman of
a technology  oriented investment banking and consulting firm. Dr. Kaminski also
served as Chairman of the Defense  Science Board and as a consultant and advisor
to many government agencies.

Steven M. Lefkowitz, Director

     Steven M.  Lefkowitz  has  served  as a  director  since  April  1996.  Mr.
Lefkowitz is a Managing  Director of  Caxton-Iseman  Capital,  Inc. and has been
employed by  Caxton-Iseman  Capital,  Inc.  since 1993.  From 1988 to 1993,  Mr.
Lefkowitz  was  employed  by Mancuso & Company (a private  investment  firm) and
served in several positions including Vice President and as a Partner of Mancuso
Equity  Partners.  Mr.  Lefkowitz  is a director of Buffets,  Inc.  and Vitality
Beverages, Inc.

William J. Perry, Director

     Dr.  William J. Perry has served as a director  since  February 2002. He is
currently  the Michael and Barbara  Berberian  Professor at Stanford  University
with a joint  appointment  in the School of  Engineering  and the  Institute for
International  Studies and Co-director of the Preventive  Defense Project.  In a
prior term at Stanford (1988-1993),  Dr. Perry was Co-director of the Center for
International  Security and Arms  Control.  Dr. Perry was the 19th  Secretary of
Defense for the United  States,  serving from  February 1994 to January 1997. He
previously  served as  Deputy  Secretary  of  Defense  (1993-1994)  and as Under
Secretary of Defense for Research and  Engineering  (1977-1981).  In the private
sector,  Dr.  Perry has founded and led two  technology  firms and serves on the
board of directors of several high technology companies.  He currently serves as
Chairman of Global Technology Partners.  Dr. Perry has received numerous awards,
including the Presidential Medal of Freedom.

                                       43
<PAGE>

General Henry Hugh Shelton, USA (ret.), Director

     General Hugh Shelton,  USA (ret.),  has served as a director since February
2002.  During his 37 years of active  service in the military,  General  Shelton
commanded  at every  level,  including  the 82nd  Airborne  Division,  the XVIII
Airborne  Corps,  as the  Joint  Task  Force  180  Commander  leading  the Haiti
Operation,  and as Commander-in-Chief  U.S. Special Operations Command.  General
Shelton became the 14th Chairman of the Joint Chiefs of Staff on October 1, 1997
and served two terms. General Shelton retired in October 2001 as the Chairman of
the Joint Chiefs of Staff and the  nation's  principal  military  advisor to the
President of the United States and the Secretary of Defense.

Thomas J. Tisch, Director

     Thomas J. Tisch has served as a director since  February 2002.  Since 1992,
Mr.  Tisch has  served as  Managing  Partner  of Four  Partners,  an  investment
partnership focusing on public securities.  Prior to 1992, Mr. Tisch worked in a
similar  capacity in  predecessor  partnerships.  Mr.  Tisch is a Trustee of the
Manhattan   Institute,   Mount  Sinai-NYU  Health  System,   The  Henry  Kaufman
Campgrounds,  Inc. and the Municipal Assistance  Corporation for the City of New
York.  Mr.  Tisch is also a director of InfoNXX,  Inc.,  a provider of directory
assistance to the wireless industry.

Classes and Terms of Directors

     Our board is  currently  comprised of ten  directors.  Our board is divided
into three  classes,  as nearly equal in number as possible,  with each director
serving a  three-year  term and one class being  elected at each  year's  annual
meeting  of  stockholders.  As  of  the  date  of  this  filing,  the  following
individuals are directors and will serve for the terms indicated:

         Class 1 Directors (term expiring in 2003)

Robert A. Ferris
William J. Perry
General Henry Hugh Shelton, USA (ret.)
Thomas J. Tisch

         Class 2 Directors (term expiring in 2004)

Joseph M. Kampf
Steven M. Lefkowitz
Dr. Paul Kaminski

         Class 3 Directors (term expiring in 2005)

Frederick J. Iseman
Thomas M. Cogburn
Gilbert F. Decker

     Pursuant to our amended and  restated  certificate  of  incorporation,  the
Caxton-Iseman  Stockholders  are entitled to nominate,  any such nominees  being
referred to as  "Caxton-Iseman  nominees":  (i) for so long as such stockholders
beneficially  own in the  aggregate at least a majority of our then  outstanding
common stock,  at least a majority in number of the directors on our board;  and
(ii) for so long as such  stockholders  beneficially  own in the aggregate  more
than 10% but less than a majority of our then outstanding common stock, a number
of directors  approximately equal to that percentage multiplied by the number of
directors  on our  board.  As of the  date of  this  filing,  the  Caxton-Iseman
nominees consist of Messrs. Iseman, Ferris, Lefkowitz and Tisch. Each of Messrs.
Ferris and  Lefkowitz  has  agreed,  for so long as he is a director  serving or
elected as a Caxton-Iseman  nominee,  to resign from our board, upon the request
of the Caxton-Iseman Stockholders. On February 8, 2002, we increased the size of
our board to twelve,  and  elected  three new  directors,  thereby  leaving  two
vacancies to be filled.  Pursuant to the  provisions of our amended and restated
certificate of  incorporation,  the  Caxton-Iseman  Stockholders may fill one of
these two vacancies.

                                       44
<PAGE>

Committees of Our Board

     Our board has established an executive committee,  the members of which are
Messrs. Iseman,  Lefkowitz,  Ferris and Kampf. Our board has also established an
audit committee,  the members of which are Messrs.  Decker,  Tisch and Kaminski.
Upon completion of the IPO, our board established a compensation  committee,  an
executive  compensation  committee  and a nominating  and  corporate  governance
committee. Messrs. Iseman, Ferris, Lefkowitz, Kaminski and Shelton are currently
members of our compensation  committee and the executive  compensation committee
is comprised  of Messrs.  Kaminski and Shelton.  Our  nominating  and  corporate
governance  committee is currently comprised of Messrs.  Lefkowitz,  Shelton and
Ferris. The audit committee  oversees actions taken by our independent  auditors
and reviews our internal  controls and procedures.  The  compensation  committee
reviews and approves the  compensation of our officers and management  personnel
and administers our employee  benefit plans and our Amended and Restated Omnibus
Stock Plan. The executive  compensation  committee  administers  our Amended and
Restated  Omnibus Stock Plan and other  executive  plans for awards or grants to
our named  executive  officers and persons subject to Section 16 of the Exchange
Act. The nominating and corporate  governance committee nominates candidates for
election to our board.  The executive  committee  exercises the authority of our
board in the interval between meetings of the board.

Compensation of Directors

     Our  directors  who are not  employees or  Caxton-Iseman  Stockholders  are
eligible to receive the following  annual  compensation:  $5,000 for each fiscal
quarter; $1,000 for each board meeting attended;  $1,500 annually for serving as
chairperson of a committee;  and $500 for each  committee  meeting  attended.  A
deferred fee plan for  non-employee  directors,  previously  established with an
effective  date of January 1, 2000 and which allowed  non-employee  directors to
defer  all or any  portion  of the  fees  received  from  us,  was  amended  and
terminated by the board  effective  December 31, 2001.  Each of our directors is
also reimbursed for expenses  incurred in connection with serving as a member of
our board.

Compliance with Section 16(a) of the Exchange Act

     Based  solely on our  review of copies of reports  filed  with the SEC,  we
believe that all reports on Form 3, Form 4, and Form 5 required to be filed were
so filed on a timely  basis  except for a Form 4 on behalf of Mr.  Cogburn and a
Form 4 on behalf of Mr. Heilman.

                                       45
<PAGE>

Item 11. Executive Compensation

     The following table sets forth information on the compensation  awarded to,
earned by or paid to our Chief Executive Officer,  Joseph M. Kampf, and the four
other most  highly  compensated  executive  officers  of ours  whose  individual
compensation  exceeded $100,000 during the twelve months ended December 31, 2002
for services rendered in all capacities to us.

<TABLE>
<CAPTION>


                                                      Annual Compensation            Long-Term Compensation Awards
                                                                                                     Number of Shares
                                                                                  Other Annual       Underlying Stock
       Name and Principal Position         Year       Salary         Bonus       Compensation(1)          Options
<S>                                        <C>       <C>             <C>                                <C>
Joseph M. Kampf.....................       2002      $457,042        $299,520            --             200,000
     President and Chief Executive         2001       415,899         240,000            --                  --
     Officer                               2000       391,530         240,000            --             240,000


Thomas M. Cogburn...................       2002        255,247        147,600            --             100,000
     Executive Vice President and          2001        231,254        110,000            --                  --
     Chief Operating Officer               2000        211,033        100,000            --              80,000

Carlton B. Crenshaw.................       2002        220,236        120,000            --              80,000
     Senior Vice President and             2001        204,999        100,000            --                  --
     Chief Financial Officer               2000        198,927        100,000            --                  --

Mark D. Heilman.....................       2002        211,144        120,000            --              80,000
     Senior Vice President,                2001        195,451        100,000            --                  --
     Corporate Development                 2000        185,905         75,000            --                  --

Seymour L. Moskowitz................       2002        211,144        120,000            --              80,000
     Senior Vice President,                2001        195,451        100,000            --                  --
     Technology                            2000        182,991        112,500            --                  --

</TABLE>


(1)  No named executive officer received Other Annual  Compensation in an amount
     in excess of the lesser of either $50,000 or 10% of the total of salary and
     bonus reported for him in the two preceding columns.

     Option Grants in 2002
<TABLE>
<CAPTION>

                                                                                          Potential Realizable Value at
                                                                                          Assumed Annual Rates of Stock
                                                Individual Grants                      Price Appreciation for Option Term
                                          ------------------------------               ------------------------------------
                                          ------------------------------               ------------------------------------
                               Number of
                                Shares       % of Total
                              Underlying   Options Granted   Exercise or
                               Options     to Employees in   Base Price
                               Granted         2002           Per Share    Expiration            5%               10%
Name                                                                         Date
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------

<S>                             <C>            <C>            <C>         <C>             <C>               <C>
Joseph M. Kampf                 200,000        14.1%          $18.00      3/11/2012       $   2,264,021     $  5,737,473
Thomas M. Cogburn               100,000         7.1%          $18.00      3/11/2012           1,132,010        2,868,736
Carlton B. Crenshaw              80,000         5.6%          $18.00      3/11/2012             905,608        2,294,989
Mark D. Heilman                  80,000         5.6%          $18.00      3/11/2012             905,608        2,294,989
Seymour L. Moskowitz             80,000         5.6%          $18.00      3/11/2012             905,608        2,294,989

</TABLE>

                                       46
<PAGE>



Aggregated Option Exercises in 2002 and Fiscal Year-End Option Values

     The following table sets forth certain  information with respect to options
held at the end of fiscal 2002 by each of our named executive officers:
<TABLE>
<CAPTION>

                                              Individual Grants                                   Value of Unexercised
                                                              Number of Shares Underlying
                                  Shares                        Unexercised Options at          In-the-Money Options at
                               Acquired on                         December 31, 2002         December 31, 2002 Exercisable/
             Name              Exercise(s)  Value Realized   Exercisable/Unexercisable(1)           Unexercisable(2)
<S>                                 <C>                 <C>         <C>     <C>                 <C>         <C>
Joseph M. Kampf..........           0                   0           328,320/344,000             $7,083,780/ $3,756,780
Thomas M. Cogburn........         8,000                 0            56,000/156,000             $1,032,140/ $1,606,760
Carlton B. Crenshaw......         83,642       $1,434,983            28,510/80,000              $660,184/ $480,000
Mark D. Heilman..........         45,760         $324,368           162,240/152,000             $3,109,236/ $1,853,580
Seymour L. Moskowitz.....        113,030       $1,519,706           292,258/115,200             $6,535,081/ $1,140,088

</TABLE>


(1)  Represents  options  granted  under our Amended and Restated  Omnibus Stock
     Plan, after giving effect to the merger of our subsidiary, Anteon Virginia,
     into  us  and  the  reorganization   transactions   described  in  "Certain
     Relationships--Reorganization  Transactions,"  and the split of our  common
     stock we effected on February 19, 2002.


(2)  Based on the  difference  between the closing  price of our common stock on
     December  31, 2002 as reported  by the New York Stock  Exchange-  Corporate
     Transactions  and the option exercise price.  The above  valuations may not
     reflect  the  actual  value  of  unexercised   options,  as  the  value  of
     unexercised options fluctuates with market activity.


Amended and Restated Omnibus Stock Plan

Purposes of the Plan

     On March 5, 2002,  Anteon  Virginia  amended and restated its omnibus stock
plan,  which was  originally  adopted in January  1997 and which  terminates  in
January 2007. We subsequently assumed the plan as part of our IPO reorganization
transactions  on  March  15,  2002.  The  plan  enables  us to  make  grants  of
stock-based  incentive  compensation  to our officers  and other key  employees,
directors and consultants. The purposes of the plan are to promote our long-term
growth and  profitability by (i) providing key people with incentives to improve
stockholder value and to contribute to our growth and financial success and (ii)
enabling  us to  attract,  retain  and  reward the best  available  persons  for
positions  of  substantial  responsibility.  The plan may be used to grant award
compensation  which qualifies for the exemption provided under Section 162(m) of
the Internal Revenue Code, but the plan may also be used to grant awards that do
not qualify for that  exemption.  The amendment and restatement of the plan will
not affect any existing option holders.

Administration of the Plan

     The plan is currently  administered  by the  compensation  committee of the
board of directors.  The compensation  committee has full power and authority to
administer the plan and to adopt such rules, regulations, agreements, guidelines
and  instruments for the  administration  of the plan and for the conduct of its
business as it deems  necessary  or  advisable.  The  compensation  committee is
authorized to interpret the plan,  at its sole and absolute  discretion,  and to
make  adjustments in the terms and conditions of, and the criteria  included in,
awards in  recognition  of  unusual or  recurring  events  affecting  us, or our
financial  statements,   or  of  changes  in  applicable  laws,  regulations  or
accounting  principals.  The board of directors may modify or terminate the plan
at any time.  The board of  directors  may take no action which would impair the
rights of any  participant or any holder or beneficiary of any award without the
consent of the affected participant,  holder or beneficiary.  All actions of the
compensation  committee  are  conclusive.  The board of directors may resolve to
directly  administer the plan.  All of the  compensation  committee's  decisions
under the plan will be subject to the  approval of the board of  directors.  All
awards under the plan made to persons  subject to Section  16(b) of the Exchange
Act or who may be named executive  officers,  as determined by the  compensation
committee,  shall be granted by the executive compensation committee. All of the
decisions of the executive compensation committee are subject to the approval of
the compensation committee.

                                       47
<PAGE>

Awards Available under the Plan

     Each award under the plan, and each right under any award, may be exercised
during the  participant's  lifetime only by the  participant,  unless  otherwise
determined by the  compensation  committee or, if permissible  under  applicable
law, by the participant's  guardian or legal representative.  The awards may not
be assigned,  alienated,  pledged,  attached,  sold or otherwise  transferred or
encumbered  by a  participant  other than by will or by the laws of descent  and
distribution.   The  designation  of  a  beneficiary   will  not  constitute  an
assignment,  alienation,  pledge, attachment,  sale, transfer or encumbrance for
purposes of the plan.

     The plan  authorizes  the  grant of awards  with  respect  to a maximum  of
6,242,400  shares  of common  stock.  Any  shares  covered  by awards  which are
forfeited, expire or which are terminated or canceled for any reason (other than
as a result of the exercise or vesting of the award) will again be available for
grant  under  the plan.  The plan  restricts  the  number  of  options  or stock
appreciation rights that may be granted to any one participant during a calendar
year to a maximum of 250,000 shares of common stock.  In addition,  in the event
of  a   reclassification,   recapitalization,   stock  split,   stock  dividend,
combination  of shares or other similar  event,  the maximum  number and kind of
shares  reserved  for  issuance or with  respect to which  awards may be granted
under the plan are  required  to be  adjusted  to reflect  such  event,  and the
compensation  committee  is  required  to  make  such  adjustments  as it  deems
appropriate  and  equitable in the number,  kind and price of shares  covered by
outstanding  awards made under the plan (and in any other matters that relate to
awards and that are  affected  by the  changes in the common  stock  referred to
above).  The plan is not subject to the Employee  Retirement Income Security Act
of 1974, as amended, or Section 401(a) of the Internal Revenue Code.

Types of Awards

     Under the plan,  our board of directors  may grant awards in the  following
forms:  non-qualified stock options, incentive stock options, stock appreciation
rights,  restricted stock or unrestricted stock awards or phantom stock.  Awards
may be granted for no cash  consideration  or for such  consideration  as may be
determined by the board of directors.

     Stock Options. A stock option granted under the plan provides a participant
the right to purchase, subject to the terms of the stock option agreement, for a
specified period of time, a stated number of shares of common stock at the price
specified in the stock option  agreement.  All other terms and conditions of the
options  are  determined  by the  compensation  committee  and set  forth in the
applicable  stock  option  agreement.  An option  generally  may be exercised by
delivery of an amount equal to the exercise price of that option in cash, shares
of common stock  (provided that the common stock delivered has been owned by the
participant  for  at  least  six  months  or  was  previously  acquired  by  the
participant on the open market),  a brokered  exercise,  any  combination of the
above or as the compensation committee may otherwise determine.  In the event of
the participant's  disability or death, the provisions of the plan will apply to
the  participant's  legal   representative  or  guardian,   executor,   personal
representative,  or to the person to whom the option  and/or  shares  shall have
been transferred by will or the laws of descent and distribution, as though that
person is the participant.

     Stock  Appreciation   Rights.  A  stock  appreciation  right  provides  the
participant  the  right to  receive  an amount  equal to the  excess of the fair
market  value of a share of common  stock on the date of  exercise  of the stock
appreciation right over the grant price of the stock  appreciation  right. Stock
appreciation  rights may be granted in tandem with another award, in addition to
another award,  or  freestanding  and unrelated to another  award.  The board is
authorized under the plan to determine the terms of the stock appreciation right
and whether a stock appreciation right will be settled in cash, shares of common
stock or a combination of cash and shares of common stock.

                                       48
<PAGE>

     Stock  Awards:  Restricted  Stock,  Unrestricted  Stock and Phantom  Stock.
Subject  to the  other  applicable  provisions  of the  plan,  the  compensation
committee  may at any time and from time to time grant stock  awards to eligible
participants  in such amount and for such  consideration,  as it  determines.  A
stock award may be  denominated  in shares of common  stock or  stock-equivalent
units,  and may be paid in common stock,  in cash, or in a combination of common
stock  and  cash,  as  determined  in the sole and  absolute  discretion  of the
compensation committee from time to time.

Change in Control

     In the event of any  proposed  change in control  (as defined in the plan),
the  compensation  committee  is  required  to  take  such  action  as it  deems
appropriate  and equitable to effectuate the purposes of the plan and to protect
the  grantees  of  the  awards,  which  may  include,  without  limitation,  the
following:

     o    acceleration  or change of the exercise dates of any award so that the
          unvested  portion of any award  becomes  fully vested and  immediately
          exercisable;

     o    arrangements   with   grantees   for  the   payment   of   appropriate
          consideration to them for the cancellation and surrender of any award,
          which shall not be less than  consideration  paid for our other common
          stock which is acquired,  sold,  transferred,  or exchanged because of
          the proposed change in control; and

     o    in any case where  equity  securities  other than our common stock are
          proposed to be  delivered  in exchange  for or with  respect to common
          stock,  arrangements providing that any award shall become one or more
          awards with respect to such other equity securities.

Severance Agreements

     Certain of our executive officers and certain key members of management, or
the  "Executives,"  have entered into agreements with our wholly owned operating
subsidiary,  Anteon Corporation. The agreements provide for certain compensation
payments  and other  benefits  for periods  ranging from 12 months to 24 months,
except in the case of Mr. Kampf,  whose  payments and benefits will continue for
36  months,  to be  received  by the  Executive  in the  event  the  Executive's
employment  is  involuntarily  terminated  without  cause,  or in the  event the
Executive resigns his/her  employment for "Good Reason," as such term is defined
in the  agreement.  The Executive may not resign for "Good Reason"  unless he or
she shall have first given  notice to Anteon of the reason for such  resignation
and Anteon shall have failed to reasonably cure the situation within thirty days
of receipt of such notice.  The  compensation  and  benefits  period for Messrs.
Kampf,  Crenshaw,  Heilman and  Moskowitz  continue  for a 24 month  period.  If
terminated  on December 31, 2002,  cash  severance  payments  payable to Messrs.
Kampf,  Crenshaw,   Heilman  and  Moskowitz  under  their  respective  severance
agreements  would  have  been  $2,252,538,   $685,359,  $651,263  and  $676,263,
respectively.

                                       49
<PAGE>

Item 12.  Security Ownership OF Certain Beneficial Owners and Management

         The table below sets  forth,  as of February  25,  2003,  the number of
shares of common stock beneficially  owned by each of our 5% stockholders,  each
of our  directors,  the  Named  Executive  Officers  and all our  directors  and
executive officers as a group.

     Unless  otherwise noted below,  the address of each beneficial owner listed
on the table  below is c/o Anteon  International  Corporation,  3211  Jermantown
Road, Suite 700, Fairfax, Virginia 22030-2801.

                                   Shares (1)
          Name of Beneficial Owner                  Shares           %
Azimuth Technologies, L.P.(2)(3)........           11,064,460       32.1
Azimuth Tech. II LLC(2)(3)..............            3,885,465       11.3
Frederick J. Iseman(2)(3)...............           13,365,322       38.8
FMR Corp (14)...........................            2,673,926        7.7
Gilbert F. Decker(4)....................               43,320        *
Dr. Paul Kaminski(4)....................               43,320        *
Joseph M. Kampf(5)......................            1,352,447        3.9
Carlton B. Crenshaw(6)..................              405,121        1.2
Seymour L. Moskowitz(7).................              337,758        1.0
Thomas M. Cogburn(8)....................              576,089        1.7
Mark D. Heilman(9)......................              199,680        *
Robert A. Ferris(10)....................            1,130,137        3.3
Ferris Family 1987 Trust(10)............            1,130,137        3.3
Steven M. Lefkowitz(11).................              459,366        1.3
SML Family Investors LLC(11)............               58,304        *
William J. Perry(12)....................                3,000        *
General Henry Hugh Shelton, USA
     (ret.)(12).........................                3,000        *
Thomas J. Tisch(12).....................                3,000        *
All Directors and Executive Officers as
     a Group(13)........................           16,411,897       47.6

* Less than 1%.


(1)  Determined in accordance with Rule 13d-3 under the Exchange Act.

(2)  By  virtue  of  Frederick   J.   Iseman's   indirect   control  of  Azimuth
     Technologies,   L.P.,   Azimuth   Tech.   II  LLC  and  Georgica   (Azimuth
     Technologies),  Inc.,  which are the investment  partnerships  organized by
     Caxton-Iseman  Capital,  he is deemed to  beneficially  own the  11,773,369
     shares  held by  these  entities.  Mr.  Iseman  has  (i)  sole  voting  and
     dispositive  power over  11,775,819  shares of our common  stock,  and (ii)
     shared voting and dispositive power over the 1,589,503 shares of our common
     stock held in the aggregate by the Ferris Family 1987 Trust,  Mr. Lefkowitz
     and SML Family  Investors LLC and may be deemed to be the beneficial  owner
     thereof.  Mr.  Iseman's  address is c/o  Caxton-Iseman  Capital,  Inc., 667
     Madison Avenue, New York, New York 10021.

(3)  Includes  1,130,137,  401,062 and 58,304  shares held by the Ferris  Family
     1987 Trust, Mr. Lefkowitz and SML Family Investors LLC,  respectively.  The
     Ferris Family 1987 Trust,  Mr.  Lefkowitz and SML Family  Investors LLC are
     parties to a  stockholders  agreement with Azimuth  Technologies,  L.P. and
     Azimuth Tech. II LLC with respect to the shares of our common stock held by
     them.  Pursuant  to the terms of this  stockholders  agreement,  the Ferris
     Family 1987 Trust,  Mr. Lefkowitz and SML Family Investors LLC are required
     to vote all of their  shares of common  stock at the  direction  of Azimuth
     Technologies,  L.P.  and Azimuth  Tech.  II LLC, and are bound by specified
     transfer restrictions.

                                       50
<PAGE>

(4)  Includes  3,000 shares of common stock  issuable  pursuant to stock options
     exercisable  within 60 days of February 25, 2003.  Does not include  12,000
     shares of common  stock  issuable  pursuant to stock  options  that are not
     exercisable  within  60 days of  that  date.  Mr.  Decker's  address  is 45
     Glenridge Avenue,  Los Gatos,  California 95030. Dr. Kaminski's  address is
     6691 Rutledge Drive, Fairfax, Virginia 22039.

(5)  Includes 368,320 shares of common stock issuable  pursuant to stock options
     exercisable  within 60 days of February 25, 2003.  Does not include 304,000
     shares of common  stock  issuable  pursuant to stock  options  that are not
     exercisable  within 60 days of that date.  Excludes  shares held by Azimuth
     Technologies, L.P., of which he is a limited partner.

(6)  Includes  88,932  shares held by the  Carlton  Crenshaw  Grantor  Trust and
     25,000 shares held by Carlton Crenshaw  Charitable  Remainder Annuity Trust
     and  44,510  shares of common  stock  issuable  pursuant  to stock  options
     exercisable within 60 days of February 25, 2003.  Excludes 64,000 shares of
     common stock  issuable  pursuant to stock options that are not  exercisable
     within 60 days of that date.

(7)  Includes 308,258 shares of common stock issuable  pursuant to stock options
     exercisable  within 60 days of February 25, 2003.  Does not include  99,200
     shares of common  stock  issuable  pursuant to stock  options  that are not
     exercisable  within 60 days of that date.  Excludes  shares held by Azimuth
     Technologies, L.P., of which he is a limited partner.

(8)  Includes  27,000  shares held by the Thomas  Cogburn  Charitable  Remainder
     Annuity Trust and 76,000 shares of common stock issuable  pursuant to stock
     options  exercisable  within 60 days of February 25, 2003. Does not include
     136,000 shares of common stock issuable  pursuant to stock options that are
     not exercisable within 60 days of that date.

(9)  Includes 178,240 shares of common stock issuable  pursuant to stock options
     exercisable  within 60 days of February 25, 2003.  Does not include 136,000
     shares of common  stock  issuable  pursuant to stock  options  that are not
     exercisable  within  60 days  of that  date.  Excludes  shares  held by CSP
     Associates LLC, a limited  liability  company of which he is a non-managing
     member

(10) Represents  1,130,137 shares held by the Ferris Family 1987 Trust, of which
     Mr.  Ferris is trustee,  and with respect to which Mr. Ferris shares voting
     and dispositive power with Azimuth Technologies, L.P., Azimuth Tech. II LLC
     and Mr. Iseman.  The address of Mr. Ferris and the Ferris Family 1987 Trust
     is c/o Caxton-Iseman  Capital, Inc., 667 Madison Avenue, New York, New York
     10021. Excludes shares held by Azimuth Technologies, L.P. and Azimuth Tech.
     II LLC of which the Ferris  Family 1987 Trust is,  respectively,  a limited
     partner and a non-managing member.

(11) Includes  58,304  shares  held  by SML  Family  Investors  LLC,  a  limited
     liability company affiliated with Mr. Lefkowitz. Mr. Lefkowitz's address is
     c/o  Caxton-Iseman  Capital,  Inc., 667 Madison Avenue,  New York, New York
     10021. Excludes shares held by Azimuth Technologies, L.P. and Azimuth Tech.
     II LLC of which he is,  respectively,  a limited partner and a non-managing
     member.  Includes 401,062 shares with respect to which Mr. Lefkowitz shares
     voting and dispositive power with Azimuth Technologies, L.P., Azimuth Tech.
     II LLC and Mr. Iseman.

(12) Includes  3,000 shares of common stock  issuable  pursuant to stock options
     exercisable within 60 days of February 25, 2003.  Excludes 12,000 shares of
     common stock  issuable  pursuant to stock options that are not  exercisable
     within 60 days of that date. Gen. Shelton's address is 11911 Freedom Drive,
     One Fountain  Square,  10th Floor Reston,  VA 20190. Mr. Tisch's address is
     667 Madison Avenue,  New York, NY 10021.  Mr. Perry's address is 320 Galvez
     Street, Stanford, CA 94305-6165

(13) Includes 941,968 shares of common stock issuable  pursuant to stock options
     exercisable within 60 days of February 25, 2003. Does not include 1,053,040
     shares of common  stock  issuable  pursuant to stock  options  that are not
     exercisable within 60 days of that date.

                                       51
<PAGE>

(14) Based solely upon a Schedule  13G filed by FMR Corp.  on February 13, 2003.
     The address for FMR Corp.  provided in such  Schedule 13G is 82  Devonshire
     Street, Boston, MA 02109

Tag Along Rights

     On March 15,  2002,  Azimuth  Technologies,  L.P.,  Azimuth  Tech.  II LLC,
Frederick J. Iseman,  Joseph M. Kampf,  the Ferris Family 1987 Trust,  Steven M.
Lefkowitz,  SML Family  Investors LLC and certain  members of our management and
certain of our other stockholders who were selling shares in connection with our
initial public offering, collectively the "Management Tag Stockholders," entered
into a Tag  Along  Agreement  granting  to Mr.  Kampf  and  the  Management  Tag
Stockholders  specified rights in the event of a sale of our common stock by any
of the  Caxton-Iseman  Stockholders.  If, at any time  before the  Caxton-Iseman
Stockholders no longer beneficially own, in the aggregate,  more than 20% of our
outstanding common stock, any Caxton-Iseman Stockholder or a group of them sells
shares of our common  stock to a  purchaser,  who,  after such sale or series of
related sales,  would  beneficially  own, in the  aggregate,  51% or more of our
outstanding  common stock,  Mr. Kampf and the  Management Tag  Stockholders  may
participate in that sale pro rata with such  Caxton-Iseman  Stockholder(s).  The
Tag Along  Agreement  terminates in accordance  with its terms twenty (20) years
after its signing.

                                       52
<PAGE>

Item 13. Certain Relationships AND RELATED TRANSACTIONS

Reorganization Transactions

     Immediately  prior to the  consummation  of our initial public  offering on
March 15, 2002, we entered into a series of reorganization transactions.  First,
our $22.5 million principal amount subordinated convertible note held by Azimuth
Tech. II LLC, one of our principal stockholders,  was converted according to its
terms into shares of our non-voting common stock. Second, our subsidiary, Anteon
Virginia merged into us. We were the surviving corporation of the merger. In the
merger, all the outstanding  shares of our existing classes of stock,  including
Class A Voting Common Stock,  Class B Voting Common Stock and Non-Voting  Common
Stock  were  converted  into a single  class of common  stock.  All the stock of
Anteon  Virginia held by us was cancelled and the stock of Anteon  Virginia held
by certain of our employees and former  employees  (other than  stockholders who
exercised appraisal rights) immediately prior to the consummation of the initial
public  offering  were  converted  into shares of our common  stock on March 15,
2002.  As a result of the  merger,  we  succeeded  to all of  Anteon  Virginia's
obligations under its credit facility, the indenture governing the 12% Notes and
its Amended and Restated Omnibus Stock Plan.

     The following diagram  illustrates our organizational  structure before and
after these reorganization transactions:

<TABLE>
<CAPTION>



-----------------------------------------------------------    ------------------------------------------------------------
                   Prior to Reorganization                                     After Reorganization
-----------------------------------------------------------    ------------------------------------------------------------
-----------------------------------------------------------    ------------------------------------------------------------
<S>           <C>                                                            <C>
              Anteon International Corporation                              Anteon International Corporation
                   A Delaware corporation                                        A Delaware corporation
            (formerly Azimuth Technologies, Inc.)                         (formerly Azimuth Technologies, Inc.)
              o Issuer of common stock in our                            o   Issuer of the common stock in our
                  initial public offering                                      initial publicoffering
                                                                         o   Issuer of 12% Notes
                                                                         o   Borrower under the Credit Facility
-----------------------------------------------------------    ------------------------------------------------------------
-----------------------------------------------------------    ------------------------------------------------------------
              Anteon International Corporation                                  Anteon Corporation
                   A Virginia corporation                                     A Virginia corporation
           (which we refer to as Anteon Virginia)                           (formerly Techmatics, Inc.)
        o  Borrower under 12% Notes                                      o   Main operating subsidiary
        o  Borrower under the Credit Facility                            o   Borrower under the Credit Facility
-----------------------------------------------------------    ------------------------------------------------------------
-----------------------------------------------------------    ------------------------------------------------------------
                     Anteon Corporation
                   A Virginia corporation
                 (formerly Techmatics, Inc.)
        o  Main operating subsidiary
-----------------------------------------------------------   ------------------------------------------------------------
</TABLE>


                                       53
<PAGE>

Azimuth Technologies, L.P. and Azimuth Tech. II LLC

     Azimuth  Technologies,  L.P.  and Azimuth  Tech.  II LLC are our  principal
stockholders.  The sole general  partner of Azimuth  Technologies,  L.P. and the
sole managing member of Azimuth Tech. II LLC is Georgica (Azimuth Technologies),
L.P.,  the sole  general  partner of which is Georgica  (Azimuth  Technologies),
Inc., a  corporation  wholly  owned by Frederick J. Iseman,  the chairman of our
board of directors.  As a result, Mr. Iseman controls both Azimuth Technologies,
L.P. and Azimuth Tech. II LLC. In addition,  Mr. Iseman, Steven M. Lefkowitz,  a
director of our company,  and Robert A. Ferris,  a director of our company,  are
each  employed  by  Caxton-Iseman  Capital,  Inc.  Mr.  Iseman is the  chairman,
managing partner and founder of that firm.

     Azimuth Technologies, L.P., Azimuth Tech. II LLC, Mr. Lefkowitz, SML Family
Investors LLC, a limited  liability company  affiliated with Mr. Lefkowitz,  and
the Ferris Family 1987 Trust,  of which Mr. Ferris is a trustee,  entered into a
stockholders  agreement  immediately prior to the consummation of the IPO. Under
this stockholders agreement, the Ferris Family 1987 Trust, Mr. Lefkowitz and SML
Family  Investors  LLC agreed to vote all of the shares of our common stock they
beneficially own on any matter submitted to the vote of our stockholders whether
at a meeting  or  pursuant  to a written  consent  at the  direction  of Azimuth
Technologies, L.P. and Azimuth Tech. II LLC, unless otherwise agreed to by these
entities, and will constitute and appoint these entities or any nominees thereof
as their respective  proxies for purposes of any stockholder  vote. In addition,
except  pursuant  to the Tag  Along  Agreement  described  in this  filing,  the
agreement  provides that none of the Ferris Family 1987 Trust,  Mr. Lefkowitz or
SML  Family  Investors  LLC may sell or in any way  transfer  or  dispose of the
shares of our common  stock they  beneficially  own  without  the prior  written
consent of either  Azimuth  Technologies,  L.P. or Azimuth Tech. II LLC,  unless
Azimuth  Technologies,  L.P. and Azimuth Tech. II LLC are  participating in that
sale,  and then the Ferris  Family  1987  Trust,  Mr.  Lefkowitz  and SML Family
Investors  LLC may  participate  in such sale in a pro rata  amount.  The Ferris
Family 1987 Trust,  Mr.  Lefkowitz and SML Family Investors LLC will be required
to participate  pro rata in any sale by Azimuth  Technologies,  L.P. and Azimuth
Tech. II LLC, unless otherwise agreed to by these entities.

Registration Rights

     On March 11,  2002,  Azimuth  Technologies,  L.P.,  Azimuth  Tech.  II LLC,
Messrs.  Frederick J. Iseman,  Joseph M. Kampf,  Carlton B. Crenshaw,  Thomas M.
Cogburn,  Seymour L. Moskowitz and Steven M. Lefkowitz, SML Family Investors LLC
and the Ferris Family 1987 Trust and certain of our other  selling  stockholders
who were selling shares in connection with our initial public offering,  entered
into a  registration  rights  agreement with us relating to the shares of common
stock they hold. Subject to several  exceptions,  including our right to defer a
demand registration under certain circumstances,  the Caxton-Iseman Stockholders
can require that we register  for public  resale  under the  Securities  Act all
shares of common  stock they  request be  registered  at any time after 180 days
following  March 15,  2002.  The  Caxton-Iseman  Stockholders  may  demand  five
registrations so long as the securities  being  registered in each  registration
statement are reasonably expected to produce aggregate proceeds of $5 million or
more. If we become  eligible to register the sale of our  securities on Form S-3
under the  Securities  Act,  the  Caxton-Iseman  Stockholders  have the right to
require  us to  register  the sale of  common  stock  held by them on Form  S-3,
subject to offering size and other  restrictions.  Mr. Kampf and each of Messrs.
Crenshaw,  Cogburn and Moskowitz,  to the extent that such individual holds more
than 1% of our outstanding common stock, and Mr. Lefkowitz, SML Family Investors
LLC and the Ferris  Family  1987 Trust are  entitled to  piggyback  registration
rights  with  respect  to any  registration  request  made by the  Caxton-Iseman
Stockholders. If the registration requested by the Caxton-Iseman Stockholders is
in the form of a firm underwritten  offering, and if the managing underwriter of
the  offering  determines  that the number of  securities  to be  offered  would
jeopardize  the success of the  offering,  the number of shares  included in the
offering  shall be  determined  as  follows:  (i) first,  shares  offered by the
Caxton-Iseman  Stockholders and Messrs. Kampf, Crenshaw,  Cogburn, Moskowitz and
Lefkowitz,  SML Family Investors LLC and the Ferris Family 1987 Trust (pro rata,
based on their respective ownership of our common equity),  (ii) second,  shares
offered by other stockholders (pro rata, based on their respective  ownership of
our common equity) and (iii) third, shares offered by us for our own account.

                                       54
<PAGE>

     In addition, the Caxton-Iseman Stockholders, Mr. Kampf, and each of Messrs.
Crenshaw,  Cogburn and Moskowitz,  to the extent that such individual holds more
than 1% of our outstanding common stock, and Mr. Lefkowitz, SML Family Investors
LLC and the Ferris Family 1987 Trust have been granted  piggyback  rights on any
registration  for our  account or the  account of  another  stockholder.  If the
managing  underwriter in an underwritten  offering determines that the number of
securities  offered in a piggyback  registration would jeopardize the success of
the offering,  the number of shares included in the offering shall be determined
as follows: (i) first, shares offered by us for own account, (ii) second, shares
offered by the Caxton-Iseman  Stockholders,  Messrs. Kampf,  Crenshaw,  Cogburn,
Moskowitz  and  Lefkowitz,  SML Family  Investors LLC and the Ferris Family 1987
Trust (pro rata, based on their respective  ownership of our common equity), and
(iii) third,  shares  offered by other  stockholders  (pro rata,  based on their
respective ownership of our common equity).

     Pursuant to the  registration  rights  agreement,  we paid $2.4  million in
expenses  related to the  registration  of shares of common stock in our initial
public offering on behalf of the parties to the registration rights agreement.

                                       55
<PAGE>

                                     PART IV

ITEM 14.  Controls and Procedures


(a)  Evaluation  of  disclosure  controls and  procedures.  Our Chief  Executive
     Officer and Chief Financial  Officer (our principal  executive  officer and
     principal financial officer,  respectively) have concluded,  based on their
     evaluation  as of a date within 90 days prior to the date of filing of this
     annual report, that our disclosure controls and procedures are effective to
     ensure that material  information required to be disclosed by us in reports
     filed or submitted  by us under the  Securities  Exchange  Act of 1934,  as
     amended,  is recorded,  processed,  summarized and reported within the time
     periods  specified in the SEC's rules and forms, and includes  controls and
     procedures  designed to ensure  that  material  information  required to be
     disclosed  by us in such reports is  accumulated  and  communicated  to our
     management,  including  our Chief  Executive  Officer  and Chief  Financial
     Officer,  as  appropriate  to allow  timely  decisions  regarding  required
     disclosure.

(b)  Changes in internal controls. There have been no significant changes in our
     internal controls or in other factors that could significantly affect these
     controls subsequent to the date of our evaluation.

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K


<TABLE>
<CAPTION>

                                                                                                  Page Number
                                                                                                    in 2002
                                                                                                 Annual Report

(a) 1.        Financial Statements

              <S>                                                                                     <C>
              Independent Auditors' Report                                                            F-1

              Consolidated Balance Sheets as of December 31, 2002 and 2001                            F-2

              Consolidated  Statements  of  Operations  for  Each  of  the  Years  in  the
              Three-Year Period Ended December 31, 2002                                               F-3

              Consolidated  Statements  of  Stockholders'  Equity for Each of the Years in
              the Three-Year Period Ended December 31, 2002                                           F-4

              Consolidated Statements of Cash Flows for Each of the Years in the
              Three-Year Period Ended December 31, 2002 F-5 - F-6

              Notes to Consolidated Financial Statements                                          F-7 - F-41

(a) 2.        Financial Statement Schedules

              Independent Auditors' Report                                                            S-1
              Valuation and Qualifying Accounts                                                       S-2

(a) 3.        Exhibits
              See Exhibit Index beginning on page 60
(b)           No current reports on Form 8-K were filed during the fourth quarter of 2002

</TABLE>


                                       56
<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                         Anteon international Corporation

                                          By: /s/ JOSEPH M. KAMPF
                                              ---------------------
                                              Joseph M. Kampf
                                              President and Chief Executive
                                              Officer

Date:    March 10, 2003

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>

                 Name                                         Title                                 Date
                 ----                                         -----                                 ----
/s/ Joseph M. Kampf                     President and Chief Executive Officer
-------------------
    <S>                                 <C>                                                 <C>
     Joseph M. Kampf                    and Director                                        March 10, 2003
                                        (Principal Executive Officer)

/s/ CARLTON B. CRENSHAW                 Senior Vice President and Chief Financial
-----------------------
     Carlton B. Crenshaw                and Administrative Officer                          March 10, 2003
                                        (Principal Financial and Accounting Officer)

/s/ Frederick J. Iseman
     Frederick J. Iseman                Chairman of the Board and Director                  March 10, 2003

/s/ THOMAS M. COGBURN
     Thomas M. Cogburn                  Director                                            March 10, 2003

/s/ GILBERT F. DECKER
     Gilbert F. Decker                  Director                                            March 10, 2003

/s/ ROBERT A. FERRIS
     Robert A. Ferris                   Director                                            March 10, 2003

/s/ PAUL KAMINSKI
     Paul Kaminski                      Director                                            March 10, 2003

/s/ steven m. lefkowitz
     Steven M. Lefkowitz                Director                                            March 10, 2003

/s/ Thomas J.Tisch
     Thomas J. Tisch                    Director                                            March 10, 2003
--------------------

/s/ General Henry Hugh Shelton
     General Henry Hugh Shelton         Director                                            March 10, 2003
--------------------------------

/s/ WILLIAM J. PERRY
     William J. Perry                   Director                                            March 10, 2003
---------------------

</TABLE>


                                       57
<PAGE>



                          Independent Auditors' Report

The Board of Directors
Anteon International Corporation and subsidiaries:

We  have  audited  the  accompanying   consolidated  balance  sheets  of  Anteon
International  Corporation  (a  Delaware  Corporation)  and  subsidiaries  as of
December  31,  2002  and  2001,  and  the  related  consolidated  statements  of
operations, stockholders' equity (deficit), and cash flows for each of the years
in the three-year period ended December 31, 2002. These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Anteon International
Corporation and  subsidiaries,  as of December 31, 2002 and 2001 and the results
of their operations and their cash flows for each of the years in the three-year
period  ended  December 31,  2002,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

As discussed in Note 2(g) to the consolidated  financial  statements,  effective
January 1, 2002,  the Company  adopted the  provisions of Statement of Financial
Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets.



McLean, Virginia                                                        KPMG LLP
February 14, 2003



                                       F-1
<PAGE>



<TABLE>
<CAPTION>

                ANTEON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                            (a Delaware Corporation)
                           Consolidated Balance Sheets
                           December 31, 2002 and 2001
                        (in thousands, except share data)

                                           Assets                                              2002                 2001
                                                                                         ------------------   -----------------
     Current assets:
<S>                                                                                         <C>                   <C>
          Cash and cash equivalents                                                         $      4,266          $    1,930
          Accounts receivable, net                                                               189,059              131,345
          Prepaid expenses and other current assets                                               15,071                6,992
          Deferred tax assets, net                                                                    --                4,151
                                                                                         ------------------   -----------------
                                                                                         ------------------   -----------------
     Total current assets                                                                        208,396              144,418

     Property and equipment, at cost, net of accumulated depreciation and amortization
       of $18,971 and $11,815, respectively                                                        9,992               12,744
     Goodwill, net of accumulated amortization of $17,376 and $16,323, respectively              138,619              136,622
     Intangible and other assets, net of accumulated amortization of $9,279 and $7,372,
       respectively                                                                                7,685               12,867
                                                                                         ------------------   -----------------
                                                                                         ------------------   -----------------
     Total assets                                                                                364,692              306,651
                                                                                         ==================   =================
                                                                                         ==================   =================

                       Liabilities and Stockholders' Equity (Deficit)
     Current liabilities:
          Term loan, current portion                                                               3,798               17,266
          Subordinated notes payable, current portion                                              2,500                2,268
          Business purchase consideration payable                                                     --                  515
          Accounts payable                                                                        47,630               25,028
          Due to related party                                                                        --                3,600
          Accrued expenses                                                                        57,603               56,041
          Income tax payable                                                                       7,738                  509
          Other current liabilities                                                                  806                2,889
          Deferred tax liability                                                                   2,230                   --
          Deferred revenue                                                                         5,701                8,743
                                                                                         ------------------   -----------------
     Total current liabilities                                                                   128,006              116,859

     Term loan, less current portion                                                              17,403               29,788
     Revolving facility                                                                            7,000               18,700
     Senior subordinated notes payable                                                            75,000              100,000
     Subordinated convertible note payable-related party                                              --               22,500
     Subordinated notes payable-related party                                                         --                4,369
     Subordinated notes payable to stockholders                                                       --                7,499
     Noncurrent deferred tax liabilities, net                                                      7,808                9,261
     Other long term liabilities                                                                     490                  690
                                                                                         ------------------   -----------------
                                                                                         ------------------   -----------------
     Total liabilities                                                                           235,707              309,666
                                                                                         ------------------   -----------------
                                                                                         ------------------   -----------------

     Minority interest in subsidiaries                                                               156                  427
     Stockholders' equity (deficit):
     Preferred stock, $.01 par value, 15,000,000 shares authorized, zero issued and
       outstanding as of December 31, 2002 and 2001                                                   --                   --
     Common stock, $.01 par value, 175,000,000 shares authorized and 34,419,049 shares
       issued and outstanding as of December 31, 2002 and 2001, respectively                         344                   --
     Common stock, Class B, voting, $0.01 par value, 3,000 shares authorized, zero and
       2,450 shares issued and outstanding as of December 31, 2002 and 2001,
       respectively                                                                                   --                   --
     Common stock, Class A, voting, $0.01 par value, 30,000,000 shares authorized,
       zero and 23,784,115 shares issued and outstanding as of December 31, 2002 and
       2001, respectively                                                                             --                  238
     Common stock, non voting, $0.01 par value, 7,500,000 shares authorized, zero
       issued and outstanding as of December 31, 2002 and 2001                                        --                   --
     Stock subscription receivable                                                                  (12)                 (12)
     Additional paid-in capital                                                                  106,849                2,366
     Accumulated other comprehensive loss                                                          (509)              (1,747)
     Retained earnings (accumulated deficit)                                                      22,157              (4,287)
                                                                                         ------------------   -----------------
                                                                                         ------------------
     Total stockholders' equity (deficit)                                                        128,829              (3,442)
                                                                                         ------------------   -----------------
                                                                                         ------------------
     Commitments and contingencies
     Total liabilities and stockholders' equity (deficit)                                   $    364,692          $   306,651
                                                                                         ==================   =================
     See accompanying notes to consolidated financial statements.
</TABLE>

                                                                  F-2
<PAGE>


<TABLE>
<CAPTION>


                ANTEON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                            (a Delaware Corporation)
                      Consolidated Statements of Operations
                  Years ended December 31, 2002, 2001 and 2000
                 (in thousands, except share and per share data)


                                                                     2002               2001               2000
                                                               -----------------    --------------     --------------

<S>                                                                 <C>               <C>                <C>
          Revenues                                                  $  825,826        $   715,023        $   542,807
          Costs of revenues                                             711,328           627,342            474,924
                                                               -----------------    --------------     --------------

                            Gross profit                                114,498            87,681             67,883
                                                               -----------------    --------------     --------------

          Operating Expenses:
                General and administrative expenses                      48,197            51,442             38,592
                Amortization of noncompete agreements                        --               349                866
                Goodwill amortization                                        --             6,704              4,714
                Other intangibles amortization                            1,907             2,321              2,673
                                                               -----------------    --------------     --------------
                                                               -----------------    --------------     --------------

                            Total operating expenses                     50,104            60,816             46,845
                                                               -----------------    --------------     --------------

                            Operating income                             64,394            26,865             21,038
          Other income                                                      417                --                 --
          Gains on sales and closures of businesses                          --             4,046                 --
          Interest expense, net of interest income of $289,
             $344, and $410, respectively                                17,394            26,872             26,513
          Minority interest in (earnings) losses of
             subsidiaries                                                  (18)              (38)                 32
                                                               -----------------    --------------     --------------

          Income (loss) before provision for income taxes
             and extraordinary gain (loss)                               47,399             4,001            (5,443)

          Provision (benefit) for income taxes                           18,374             4,413              (153)
                                                               -----------------    --------------     --------------

          Loss before extraordinary gain (loss)                          29,025             (412)            (5,290)
          Extraordinary gain (loss), net of tax                         (2,581)               330                 --
                                                               -----------------    --------------     --------------

                            Net income (loss)                       $   26,444        $      (82)        $   (5,290)
                                                               =================    ==============     ==============
                                                               =================    ==============     ==============

          Basic earnings (loss) per common share:
              Income (loss) before extraordinary gain (loss)        $     0.90        $    (0.02)        $    (0.22)
              Extraordinary gain (loss), net of tax                      (0.08)              0.01                 --
                                                               -----------------    --------------     --------------
                                                               -----------------    --------------     --------------
              Net income (loss)                                     $     0.82        $    (0.01)        $    (0.22)
                                                               =================    ==============     ==============
                                                               =================    ==============     ==============

          Basic weighted average shares outstanding                 32,163,150         23,786,565         23,786,565
                                                               =================    ==============     ==============
                                                               =================    ==============     ==============

          Diluted earnings (loss) per common share:
              Income (loss) before extraordinary gain (loss)        $     0.85        $    (0.02)        $    (0.22)
              Extraordinary gain (loss), net of tax                      (0.07)              0.01                 --
                                                               -----------------    --------------     --------------
              Net income (loss)                                     $     0.78        $    (0.01)        $    (0.22)
                                                               =================    ==============     ==============

          Diluted weighted average shares outstanding                34,021,597        23,786,565         23,786,565
                                                               =================    ==============     ==============
           See accompanying notes to consolidated financial statements.
</TABLE>



                                                                 F-3
<PAGE>



<TABLE>
<CAPTION>

                ANTEON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                            (a Delaware Corporation)

            Consolidated Statements of Stockholders' Equity (Deficit)

                  Years ended December 31, 2002, 2001 and 2000
                        (in thousands, except share data)

                                                                                              Accumulated   Retained       Total
                                                  All series          Stock      Additional     other       earnings   stockholders'
                                                 common stock      subscription    paid-in   comprehensive (accumulated   equity
                                                                    receivable     capital   income (loss)   deficit)    (deficit)


                                              Shares       Amount
<S>                                          <C>              <C>     <C>           <C>            <C>          <C>          <C>
Balance, December 31, 1999                   23,786,565       238     (12)          2,366          (5)          1,085        3,672
Comprehensive income (loss):
   Foreign currency translation                      --        --      --              --          42              --           42
   Net loss                                          --        --      --              --          --          (5,290)      (5,290)

Comprehensive income (loss)                          --        --      --              --          42          (5,290)      (5,248)

Balance, December 31, 2000                   23,786,565       238     (12)          2,366          37          (4,205)      (1,576)
Transition adjustment-interest
   rate swaps (net of tax of $419)                   --        --      --              --        (629)             --         (629)
Comprehensive income (loss):
   Interest rate swaps (net of tax of                --        --      --              --      (1,075)             --       (1,075)
   $717)
   Foreign currency translation                      --        --      --              --         (80)             --          (80)
   Net loss                                          --        --      --              --          --             (82)         (82)

Comprehensive income (loss)                          --        --      --              --      (1,155)            (82)      (1,237)

Balance, December 31, 2001                   23,786,565       238     (12)          2,366      (1,747)         (4,287)      (3,442)
Issuance of common stock, net                 4,687,500        47      --          75,130          --              --       75,177
Conversion of minority interest to
   common stock                                 180,120         2      --             279          --              --          281
Exercise of stock options                     1,135,632        11      --           3,954                          --        3,965
Conversion of subordinated promissory
   note                                       4,629,232        46      --          22,454          --              --       22,500
Tax benefit from exercise of stock
   options                                           --        --      --           2,666          --              --        2,666
Comprehensive income (loss):
   Interest rate swaps (net of tax of
   $298)                                             --        --      --              --       1,239              --        1,239
   Foreign currency translation                      --        --      --              --          (1)             --           (1)
   Net income                                        --        --      --              --          --          26,444       26,444

Comprehensive income (loss)                          --        --       -              --       1,238          26,444       27,682

Balance, December 31, 2002                   34,419,049    $  344   $ (12)      $ 106,849    $   (509)     $   22,157   $  128,829
See accompanying notes to consolidated financial statements.
</TABLE>

                                                                F-4
<PAGE>


<TABLE>
<CAPTION>


                                          ANTEON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                                                      (a Delaware Corporation)

                                                Consolidated Statements of Cash Flows

                                            Years ended December 31, 2002, 2001 and 2000
                                                           (in thousands)



                                                                                   2002               2001                2000
                                                                              ---------------    ----------------    ---------------
Cash flows from operating activities:
<S>                                                                           <C>               <C>               <C>
      Net income (loss)                                                       $      26,444     $        (82)     $     (5,290)
      Adjustments to reconcile net income (loss) to net cash
         provided by (used in) operating activities:
             Extraordinary (gain) loss before tax                                     4,232             (519)                --
             Gains on sales and closures of businesses                                   --           (4,046)                --
             Interest rate swap termination                                         (1,903)                --                --
             Depreciation and amortization of property and equipment                  4,294             7,110             7,024
             Goodwill amortization                                                       --             6,704             4,714
             Amortization of noncompete agreements                                       --               349               866
             Other intangibles amortization                                           1,907             2,321             2,673
             Amortization of deferred financing costs                                 1,210             1,216             1,208
             Loss (gain)  on disposals of property and equipment                         25               791             (187)
             Deferred income taxes                                                    4,090             3,512             (747)
             Minority interest in earnings (losses) of subsidiaries                      18                38              (32)
             Changes in assets and liabilities, net of acquired assets
             and liabilities:
                Decrease (increase) in accounts receivable                         (57,715)             1,268          (14,261)
                Decrease in income tax receivable                                        --                --             2,535
                (Increase) decrease in prepaid expenses and other                   (8,059)               727           (1,691)
                current assets
                Decrease in other assets                                                105               178                75
                Increase in accounts payable and accrued expenses                    22,601            15,744            13,783
                Increase (decrease) in income tax payable                             7,229              (22)                --
                (Decrease) increase in deferred revenue                             (3,042)             2,254             6,489
                (Decrease) increase in other liabilities                              (158)               336              (58)
                                                                                ------------     -------------     ------------
                   Net cash provided by operating activities                          1,278            37,879            17,101
                                                                                ------------     -------------     ------------

Cash flows from investing activities:
      Purchases of property and equipment and other assets                          (3,225)           (2,181)           (6,584)
      Acquisition of Sherikon, Inc., net of cash acquired                                --              (21)          (23,906)
      Acquisition of SIGCOM, net of cash acquired                                        --          (10,975)                --
      Proceeds from sales of businesses, net                                             --            11,464                --
      Proceeds from sale of building                                                  1,802                --                --
      Other, net                                                                         --                 6             1,578
                                                                                ------------     -------------     ------------
                   Net cash used in investing activities                            (1,423)           (1,707)          (28,912)
                                                                                ------------     -------------     ------------

Cash flows from financing activities:
      Principal payments on bank and other notes payable                               (47)             (185)           (1,629)
      Principal payments on Techmatics obligations                                       --                --          (15,350)
      Payment on subordinated notes payable                                           (567)           (5,000)                --
      Payments on business purchase consideration payable                                --           (1,185)                --
      Payments on note payable to Ogden                                                  --           (3,212)                --
      Deferred financing costs                                                      (1,292)                --             (151)
      Principal payments on term loan                                              (25,853)          (12,946)                --
      Proceeds from revolving facility                                              862,600           771,200           533,000
      Principal payments on revolving facility                                    (874,300)         (784,500)         (503,900)
      Redemption of senior subordinated notes payable                              (25,000)                --                --
      Prepayment premium on senior subordinated notes payable                       (3,000)                --                --
      Proceeds from issuance of common stock, net of expenses                        81,808                --                --
      Principal payments on subordinated notes payable to stockholders              (7,499)                --                --
      Payment of subordinated notes payable-related party                           (4,369)                --                --
      Proceeds from minority interest, net                                               --               152                66
                                                                                ------------     -------------     ------------
                   Net cash provided by (used in) financing activities                2,481          (35,676)            12,036
                                                                                ------------     -------------     ------------

                   Net increase in cash and cash equivalents                          2,336               496               225

Cash and cash equivalents, beginning of year                                          1,930             1,434             1,209
                                                                                ------------     -------------     ------------
                                                                                ------------     -------------     ------------
Cash and cash equivalents, end of year                                        $       4,266     $       1,930     $       1,434
                                                                                ============     =============     ============
                                                                                                                       (continued)
</TABLE>

                                                                F-5
<PAGE>


<TABLE>
<CAPTION>

                                          ANTEON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                                                      (a Delaware Corporation)

                                          Consolidated Statements of Cash Flows, continued

                                            Years Ended December 31, 2002, 2001 and 2000





                                                                                    2002              2001                2000
                                                                                -------------    ----------------    ---------------

Supplemental disclosure of cash flow information (in thousands):
<S>                                                                        <C>                <C>                 <C>
    Interest paid                                                             $       20,181     $      23,396      $      21,714
                                                                                ============        ===========        ===========
    Income taxes paid (refunds received), net                                 $        2,634     $        (52)      $      (2,028)
                                                                                ============        ===========        ===========
</TABLE>


Supplemental disclosure of noncash investing and financing activities:

      In March 2002, in connection  with the Company's  initial public  offering
      ("IPO") of shares of its common stock,  a $22.5 million  principal  amount
      subordinated  convertible  promissory  note of the Company held by Azimuth
      Tech. II LLC, one of the Company's principal  stockholders,  was converted
      pursuant to its terms into 4,629,232  shares of the Company's common stock
      at a conversion price of $4.86 per share.

      In March 2002, the Company exchanged  approximately  90,060 shares held by
      minority  interest  holders in Anteon  Virginia at December  31, 2001 into
      180,120 shares of the Company.

      During 2001, the Company finalized the allocation of the purchase price of
      Sherikon,   Inc.,   resulting  in  an  increase  of  $100,000  in  accrued
      liabilities  and in the goodwill from the  acquisition  for  contingencies
      identified at the date of acquisition (see note 5(a)).

      In October 2000,  in connection  with the  acquisition  of Sherikon  (note
      5(a)),  the Company  issued $7.5  million of  subordinated  notes  payable
      discounted  as of  the  date  of the  acquisition  to  approximately  $6.5
      million.  Also in connection  with the Sherikon  acquisition,  the Company
      guaranteed  bonuses of  approximately  $1.75  million  to  certain  former
      employees  of  Sherikon.  These  bonuses  are  not  contingent  on  future
      employment  with the  Company  and,  accordingly,  have been  included  as
      additional  purchase  consideration,   discounted  to  approximately  $1.5
      million.

      During 2000, the Company converted  approximately  $3.0 million of accrued
      interest related to the subordinated  convertible note payable (note 9(g))
      to additional notes payable.

      In  accordance  with SFAS No.  133,  the  changes in the fair value of the
      interest  rate  swaps  are  reported,  net of tax,  in  accumulated  other
      comprehensive  income. For the year ended December 31, 2002, the change in
      the fair value of the interest rate swaps  generated an $838,000  deferred
      tax liability.


See accompanying notes to consolidated financial statements.


                                        F-6
<PAGE>




                ANTEON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                            (a Delaware Corporation)

                   Notes to Consolidated Financial Statements

                           December 31, 2002 and 2001


(1)      Organization and Business

         Anteon International  Corporation,  a Delaware Corporation ("Anteon" or
         the "Company") (formerly Azimuth Technologies,  Inc.), was incorporated
         on March 15, 1996 for the purpose of acquiring  all of the  outstanding
         stock of  Ogden  Professional  Services  Corporation,  a  wholly  owned
         subsidiary of Ogden Technology  Services  Corporation and an indirectly
         wholly owned subsidiary of Ogden  Corporation  (collectively  "Ogden").
         Upon  completion of the  acquisition  effective  April 22, 1996,  Ogden
         Professional  Services  Corporation was renamed Anteon  Corporation,  a
         Virginia   corporation,   and  later   renamed   Anteon   International
         Corporation, a Virginia corporation.

         Effective  February  19,  2002,  the Company  increased  the  aggregate
         authorized  shares  of its  common  stock  to  37,503,000  shares,  and
         authorized a 2,449.95 for 1 stock split.  All  references to the number
         and per share  amounts  relating to the  Company's  common  shares were
         retroactively restated for the stock split.

         On March 15, 2002,  the Company's  initial public  offering  ("IPO") of
         common stock was completed.  Immediately  prior to the IPO, the Company
         entered  into a  series  of  reorganization  transactions.  First,  the
         Company's  $22.5  million  principal  amount  subordinated  convertible
         promissory  note,  held  by  one  of its  principal  stockholders,  was
         converted  according  to its terms  into  shares of  non-voting  common
         stock.  Second,  the  Company's   majority-owned   subsidiary,   Anteon
         International  Corporation, a Virginia corporation ("Anteon Virginia"),
         was merged with and into the  Company.  The  Company was the  surviving
         corporation of the merger. In the merger, all the outstanding shares of
         the  Company's  existing  classes  of stock,  including  Class A voting
         Common Stock,  Class B Voting Common Stock and Non-Voting Common Stock,
         were  converted  into a single class of common stock.  All the stock of
         Anteon  Virginia  held by the  Company was  cancelled  and the stock of
         Anteon  Virginia held by certain of the Company's  employees and former
         employees  immediately  prior  to  the  consummation  of  the  IPO  was
         converted into  approximately  625,352  shares of the Company's  common
         stock,  constituting  approximately 2.15% of the Company's  outstanding
         stock  immediately  prior to the IPO.  In  connection  with the  merger
         described above, the outstanding  stock options of Anteon Virginia were
         exchanged on a 1-for-2 basis for options of the Company. As a result of
         the merger,  the Company  succeeded  to Anteon  Virginia's  obligations
         under its  credit  facility,  the  indenture  governing  its 12% Senior
         Subordinated  Notes due 2009  (the "12%  Notes")  and its  Amended  and
         Restated Omnibus Stock Plan.

         On March 15, 2002,  in  connection  with the merger of Anteon  Virginia
         into the  Company,  the  Company's  certificate  of  incorporation  was
         amended and restated to increase the aggregate authorized number of its
         shares of  common  stock to  175,000,000  and to  authorize  15,000,000
         shares of  preferred  stock.  In  connection  with the IPO, the Company
         distributed  one preferred  share purchase  right for each  outstanding
         share of common stock to  stockholders  of record as of March 15, 2002,
         and the Company entered into a rights agreement. In general, the rights
         agreement  imposes  a  significant  penalty  upon any  person  or group
         (subject  to  creation  exceptions)  that  acquires  15% or more of the
         Company's   outstanding  common  stock  without  the  approval  of  the
         Company's board of directors.

         The  Company  and its  subsidiaries  provide  professional  information
         technology ("IT"),  systems and software  development,  high technology
         research and systems engineering and integration  services primarily to
         the U.S. government and its agencies.

         The Company is subject to all of the risks  associated  with conducting
         business  with  the  U.S.  Federal  government,  including  the risk of
         contract termination at the convenience of the government. In addition,
         government funding continues to be dependent on congressional  approval
         of program level  funding and on  contracting  agency  approval for the
         Company's  work. The extent to which the Company's  existing  contracts
         will be funded in the future cannot be determined.


                                      F-7
<PAGE>



(2)      Summary of Significant Accounting Policies

(a)      Basis of Presentation and Principles of Consolidation

                  The consolidated  financial statements include the accounts of
                  the Company and its  directly and  indirectly,  majority-owned
                  subsidiaries.   All  material  intercompany  transactions  and
                  accounts have been eliminated in consolidation.

(b)      Cash and Cash Equivalents

                  Cash and cash equivalents include all cash balances and highly
                  liquid  investments  that have  original  maturities  of three
                  months or less.

(c)      Property and Equipment

                  Property and equipment is stated at cost, or fair value at the
                  date of  acquisition if acquired  through a purchase  business
                  combination.  For financial reporting  purposes,  depreciation
                  and  amortization is recorded using the  straight-line  method
                  over the estimated useful lives of the assets as follows:

      Computer hardware and software                        3 to 7 years
      Furniture and equipment                               5 to 12 years
      Leasehold and building improvements          shorter of estimated useful
                                                        life or lease term
      Buildings                                             31.5 years

(d)      Deferred Financing Costs

                  Costs  associated  with  obtaining  the  Company's   financing
                  arrangements  are deferred and amortized  over the term of the
                  financing  arrangements  using a method that  approximates the
                  effective  interest method, and are included in intangible and
                  other assets in the accompanying consolidated balance sheets.

(e)      Impairment or Disposal of Long Lived Assets

                  SFAS No. 144 requires the Company to review  long-lived assets
                  for  impairment  whenever  events or changes in  circumstances
                  indicate  that the  carrying  amount  of an  asset  may not be
                  recoverable  from its  discounted  cash  flows and  measure an
                  impairment loss as the difference  between the carrying amount
                  and fair value of the asset.  The Company adopted SFAS No. 144
                  as of  January  1,  2002,  with  no  impact  on the  Company's
                  consolidated financial statements.

                  During 2001,  the Company  recognized an impairment  charge of
                  $750,000,  included in general and administrative  expenses in
                  the  accompanying  consolidated  statement of  operations,  to
                  write-down the carrying value of a building to its fair market
                  value.

(f)      Goodwill

                  The Company  adopted the provisions of SFAS No. 141 and SFAS
                  No.  142 as of January  1,  2002,  except  for  acquisitions
                  occurring  after June 30, 2001,  for which the provisions of
                  SFAS No. 141 and SFAS No. 142 were applicable.  SFAS No. 141
                  requires that the purchase  method of accounting be used for
                  all  business  combinations.  SFAS  No.  141  specifies  the
                  criteria  that  intangible  assets  acquired  in a  business
                  combination   must  meet  to  be  recognized   and  reported
                  separately  from  goodwill.   SFAS  No.  142  requires  that
                  goodwill and intangible  assets with indefinite useful lives
                  no longer be amortized, but instead tested for impairment at
                  least annually in accordance with the provisions of SFAS No.
                  142. SFAS No. 142 also requires that intangible  assets with
                  estimable  useful lives be amortized  over their  respective
                  estimated  useful lives to their estimated  residual values,
                  and reviewed for impairment in accordance  with SFAS No. 121
                  and, subsequently, SFAS No. 144 after its adoption.



                                       F-8
<PAGE>

                  As of January 1, 2002, the Company reclassified  approximately
                  $1.9 million of intangible  assets associated with an acquired
                  employee  workforce from intangible assets to goodwill,  which
                  in  accordance  with SFAS No.  142,  are no longer  separately
                  identifiable  from  goodwill.  As of December  31,  2002,  the
                  Company has  approximately  $8.5 million of intangible  assets
                  ($2.7  million  net of  accumulated  amortization)  related to
                  contract backlog intangible assets,  which are being amortized
                  straight-line over periods of up to 5 years.

                  Upon  adoption of SFAS No.  142,  the  Company  evaluated  its
                  existing  intangible assets and goodwill that were acquired in
                  purchase  business   combinations,   and  made  any  necessary
                  reclassifications   in   order   to   conform   with  the  new
                  classification  criteria  in SFAS No. 141 for  recognition  of
                  intangible  assets  separate from  goodwill.  The Company also
                  reassessed  the  useful  lives  and  residual  values  of  all
                  definite-lived  intangible assets acquired.  No impairment was
                  recognized as a result of these tests.

                  In  connection  with  SFAS  No.  142's  transitional  goodwill
                  impairment  evaluation,  the Company is required to perform an
                  assessment of whether there is an indication  that goodwill is
                  impaired as of the date of adoption.  To accomplish  this, the
                  Company  identified  its reporting  units and  determined  the
                  carrying  value of each reporting unit by assigning the assets
                  and   liabilities,   including   the  existing   goodwill  and
                  intangible  assets,  to these reporting units as of January 1,
                  2002. The Company  determined the estimated fair value of each
                  reporting  unit and compared it to the carrying  amount of the
                  reporting unit. As a result of this comparison,  no indication
                  that the  reporting  units'  fair  values were less than their
                  carrying  values was noted.  In the future,  to the extent the
                  carrying  amount of a reporting unit exceeds the fair value of
                  a reporting  unit, an indication  would exist that a reporting
                  unit's  goodwill  may be  impaired,  and the Company  would be
                  required  to  perform  the  second  step  of the  transitional
                  impairment  test as soon as possible.  In the second step, the
                  Company must  compare the implied fair value of the  reporting
                  unit goodwill with the carrying  amount of the reporting  unit
                  goodwill,  both of which  would be  measured as of the date of
                  adoption.  The implied fair value of goodwill is determined by
                  allocating  the fair value of the reporting unit to all of the
                  assets  (recognized and  unrecognized)  and liabilities of the
                  reporting  unit  in  a  manner  similar  to a  purchase  price
                  allocation, in accordance with SFAS No. 141. The residual fair
                  value after this  allocation  is the implied fair value of the
                  reporting unit goodwill.

                  As of September  30, 2002,  the Company  performed  its annual
                  goodwill  impairment analysis required under SFAS No. 142. The
                  Company  applied the same  methodology  described above in the
                  performing its annual impairment test and did not identify any
                  indication of goodwill  impairment for any reporting unit. The
                  Company  will  perform  the  annual   impairment  test  as  of
                  September 30 each year unless circumstances or events indicate
                  that an impairment test should be performed sooner.

                                       F-9
<PAGE>



                  Had the  amortization  provisions of SFAS No. 142 been applied
                  as of January 1, 2000, for all of the Company's  acquisitions,
                  the Company's income (loss) before  extraordinary gain (loss),
                  net income  (loss) and earnings  (loss) per common share would
                  have been as follows  (unaudited)  (in  thousands,  except per
                  share data):


<TABLE>
<CAPTION>
                                                                                    Years ended December 31,
                                                                                  ------------------------------
                                                                                  ------------- -- ------------
                                                                                      2001            2000
                                                                                  -------------    ------------

                  <S>                                                             <C>               <C>
                  Income (loss) before extraordinary item                         $      (412)      $  (5,290)
                  Add back:  Goodwill amortization                                       5,663           4,714
                  Add back:  Workforce in place amortization                               545             570
                                                                                  -------------    ------------
                                                                                  -------------    ------------
                  Adjusted income (loss), before extraordinary item                      5,796             (6)
                  Extraordinary gain, net of tax                                           330              --
                                                                                  -------------    ------------
                                                                                                   ------------
                  Adjusted net income                                             $      6,126      $      (6)
                                                                                  =============    ============

                  Basic earnings per share:
                      Income (loss) before extraordinary item                     $     (0.02)          (0.22)
                      Goodwill amortization                                               0.24            0.20
                      Workforce amortization                                              0.02            0.02
                                                                                  -------------    ------------
                      Adjusted income (loss) before extraordinary item                    0.24              --
                      Extraordinary gain, net of tax                                      0.01              --
                                                                                  -------------    ------------
                                                                                  -------------    ------------
                      Adjusted net income (loss)                                  $       0.25              --
                                                                                  =============    ============
                                                                                  =============    ============

                   Diluted earnings per share:
                      Income (loss) before extraordinary item                     $     (0.02)      $   (0.22)
                      Goodwill amortization                                               0.24            0.20
                      Workforce amortization                                              0.02            0.02
                                                                                  -------------    ------------
                      Adjusted income (loss) before extraordinary item                    0.24              --
                      Extraordinary gain, net of tax                                       .01              --
                                                                                  -------------    ------------
                      Adjusted net income (loss)                                  $       0.25      $       --
</TABLE>


(g)      Other Intangible Assets

                  The  Company   amortizes  the  allocated  cost  of  noncompete
                  agreements   entered   into  in   connection   with   business
                  combinations  on a  straight-line  basis over the terms of the
                  agreements. Other acquired intangibles related to workforce in
                  place  (prior to the  adoption of SFAS No.  142) and  acquired
                  contracts  are  amortized  straight-line  based upon  expected
                  employment and contract  periods,  respectively.  The expected
                  amortization  expense  of  other  intangible  assets  for  the
                  remaining two years beginning  January 1, 2003, is as follows:
                  2003,  $1.8 million;  and 2004,  $943,000.  As of December 31,
                  2004, all other intangibles will be fully amortized

                  Upon the  adoption  of SFAS  No.  141,  on  January  1,  2002,
                  intangible  assets  acquired  in a  business  combination  are
                  recognized  only if such assets  arise from a  contractual  or
                  other legal right and are separable, that is, capable of being
                  sold, transferred,  licensed, rented, or exchanged. Intangible
                  assets  acquired  in a business  combination  that do not meet
                  this  criteria are  considered a component of goodwill.  As of
                  January 1, 2002, the Company  reclassified  approximately $1.9
                  million, net of accumulated amortization, of intangible assets
                  associated  with acquired  employee  workforce from intangible
                  assets to goodwill, which in accordance with SFAS No. 142, are
                  no longer separately identifiable from goodwill.

                                       F-10
<PAGE>

                  Software  development  costs  represent  expenditures  for the
                  development of software products that have been capitalized in
                  accordance  with Statement of Financial  Accounting  Standards
                  No. 86,  Accounting  for the Costs of Computer  Software to be
                  Sold, Leased, or Otherwise Marketed.  Amortization is computed
                  on an  individual  product basis and is the greater of (a) the
                  ratio of current gross  revenues for a product to the total of
                  current and anticipated future gross revenues for that product
                  or (b) the amount computed using the straight-line method over
                  the remaining  estimated  economic useful life of the product.
                  The Company  uses  economic  lives  ranging  from one to three
                  years  for  all  capitalized   software   development   costs.
                  Amortization  of software  development  costs  begins when the
                  software   product  is  available   for  general   release  to
                  customers. As of December 31, 2001, approximately $4.8 million
                  had been  capitalized for software  development,  all of which
                  had been amortized.


(h)      Revenue Recognition

                  For each of the years ended  December 31, 2002,  2001 and 2000
                  we estimate that in excess of 90% of our revenues were derived
                  from  services   performed   under   contracts   that  may  be
                  categorized  into three  primary  types:  time and  materials,
                  cost-plus  reimbursement  and firm fixed  price.  For the year
                  December  31, 2002,  approximately  35% of our  contracts  are
                  cost-plus,  37% are time and  material and 28% are fixed price
                  (a substantial majority of which are firm fixed price level of
                  effort.)   Revenue  for  time  and   materials   contracts  is
                  recognized  as  time is  spent  at  hourly  rates,  which  are
                  negotiated  with the  customer.  Revenue is  recognized  under
                  cost-plus  contracts on the basis of direct and indirect costs
                  incurred plus a negotiated  profit  calculated as a percentage
                  of costs or as  performance-based  award  fee.  For  cost-plus
                  award fee type contracts,  we recognize the expected fee to be
                  awarded by the customer at the time such fee can be reasonably
                  estimated, based on factors such as our prior award experience
                  and   communications   with   the   customer   regarding   our
                  performance,  including  any interim  performance  evaluations
                  rendered by the customer.  Revenues are recognized under fixed
                  price    contracts    for    services   are   based   on   the
                  percentage-of-completion basis, using the cost-to-cost method.
                  For non-service  related fixed price  contracts,  revenues are
                  recognized using the units-of-delivery method.

                  The Company  recognizes  revenues under our federal government
                  contracts  when a contract is executed,  the contract price is
                  fixed and determinable, funding has been received, delivery of
                  the services or products has  occurred and  collectibility  of
                  the  contract  price  is  considered  probable.   The  Company
                  contracts with agencies of the federal  government are subject
                  to  periodic  funding by the  respective  contracting  agency.
                  Funding for a contract may be provided in full at inception of
                  the contract or ratably throughout the term of the contract as
                  the  services are  provided.  From time to time we may proceed
                  with work based on customer direction pending finalization and
                  signing  of  formal  funding  documents.  The  Company  has an
                  internal  process  for  approving  any such work.  All revenue
                  recognition is deferred during periods in which funding is not
                  received.   Allowable  contract  costs  incurred  during  such
                  periods are  deferred if the receipt of funding is assessed as
                  probable.  In  evaluating  the  probability  of funding  being
                  received,  the Company considers its previous  experience with
                  the  customer,  communications  with  the  customer  regarding
                  funding status, and our knowledge of available funding for the
                  contract  or program.  If funding is not  assessed as probable
                  costs are expensed as they are incurred.

                  The Company  recognizes  revenues under our federal government
                  contracts  based on allowable  contract  costs, as mandated by
                  the federal government's cost accounting standards.  The costs
                  the Company  incurs under  federal  government  contracts  are
                  subject to  regulation  and audit by certain  agencies  of the
                  federal  government.  Contract cost  disallowances,  resulting
                  from   government   audits,   have   not   historically   been
                  significant.  The  Company  may be  exposed to  variations  in
                  profitability,  including  potential  losses,  if the  Company
                  encounters  variances  from  estimated fees earned under award
                  fee contracts and estimated costs under fixed price contracts.

                  Software  revenue is  generated  from  licensing  software and
                  providing  services,   including   maintenance  and  technical
                  support,  and consulting.  The Company  recognizes the revenue
                  when the license agreement is signed, the license fee is fixed
                  and determinable,  delivery of the software has occurred,  and
                  collectibility  of  the  fee  is  considered   probable.   The
                  Company's   software  license  sales  are  not   multi-element
                  arrangements,  i.e.,  they  are not  bundled  with  any  other
                  elements, such as maintenance and consulting services, and are
                  recognized at the contractual price when all other recognition
                  criteria are met. Services revenue consists of maintenance and
                  technical  support and is recognized  ratably over the service
                  period.  Other services  revenue are recognized as the related
                  services  are  provided.  Revenues  from sales of products are
                  generally recognized upon acceptance by the customer, which is
                  typically  within  thirty days of shipment.  Subsequent to the
                  curtailment  of  operations  of  CITI-SIUSS  in 2001 (see note
                  3(b)),  there have been no new product or license  sales.  All
                  software  revenue  recognized  in 2002 relates to  maintenance
                  services provided on existing software arrangements.

                  Amounts collected in advance of being earned are recognized as
                  deferred revenues.



                                       F-11
<PAGE>


(i)      Costs of Acquisitions

                  Costs incurred on successful acquisitions are capitalized as a
                  cost of the  acquisition,  while costs incurred by the Company
                  for unsuccessful or terminated  acquisition  opportunities are
                  expensed when the Company determines that the opportunity will
                  no  longer  be  pursued.   Costs   incurred   on   anticipated
                  acquisitions are deferred.

(j)      Income Taxes

                  The  Company  calculates  its income tax  provision  using the
                  asset and  liability  method.  Under  the asset and  liability
                  method,  deferred  income taxes are  recognized for the future
                  tax  consequences  attributable  to  differences  between  the
                  financial  statement  carrying  amounts  and the tax  bases of
                  existing  assets  and  liabilities.  Deferred  tax  assets and
                  liabilities  are measured  using enacted tax rates expected to
                  apply to taxable income in the years in which those  temporary
                  differences  are  expected to be  recovered  or  settled.  The
                  effect on  deferred  taxes of a change  in tax rates  would be
                  recognized in income in the period that includes the enactment
                  date.

(k)      Foreign Currency Translation and Transactions

                  The balance sheets of the Company's  foreign  subsidiaries are
                  translated  to  U.S.   dollars  for   consolidated   financial
                  statement  purposes using the current exchange rates in effect
                  as of the balance sheet date. The revenue and expense accounts
                  of  foreign  subsidiaries  are  converted  using the  weighted
                  average  exchange  rate  during  the  period.  Gains or losses
                  resulting from such  translations  are included in accumulated
                  comprehensive income (loss) in stockholders' equity (deficit).
                  Gains and  losses  from  transactions  denominated  in foreign
                  currencies  are  included in current  period  income.  Foreign
                  currency transaction gains and losses were not significant for
                  the years ended December 31, 2002, 2001 and 2000.

(l)      Accounting for Stock-Based Compensation

                  The Company  accounts  for employee  stock-based  compensation
                  plans using the  intrinsic  value based  method of  accounting
                  prescribed  by APB Opinion No. 25 ("APB No.  25"),  Accounting
                  for Stock  Issued to  Employees.  The  Company has an employee
                  stock  option  plan.  Compensation  expense for stock  options
                  granted to employees is recognized based on the difference, if
                  any,  between the fair value of the Company's common stock and
                  the  exercise  price of the  option at the date of grant.  The
                  Company has also granted stock appreciation  rights to certain
                  of its directors.  The Company recognizes compensation expense
                  associated  with the stock  appreciation  rights  equal to the
                  fair value of the underlying  stock at each reporting  period.
                  The  Company  discloses  the pro forma  effect  on net  income
                  (loss) as if the fair  value  based  method of  accounting  as
                  defined in Statement of Financial Accounting Standards No. 123
                  ("SFAS No. 123"), Accounting for Stock-based  Compensation had
                  been applied.



                                       F-12
<PAGE>


                  The following  table  illustrates the effect on net income and
                  earnings  per share if the  Company had applied the fair value
                  recognition   provisions  of  SFAS  No.  123,  to  stock-based
                  employee compensation:

<TABLE>
<CAPTION>

                                                                                   2002             2001           2000
                                                                                -----------      -----------    -----------
                                                                                (in thousands, except per share data)

                  <S>                                                       <C>              <C>              <C>
                  Net Income, as reported                                  $        26,444  $         (82)   $     (5,290)
                  Deduct: Total stock-based compensation expense
                  determined under fair value method, net of tax                   (2,505)           (742)         (1,124)
                                                                                -----------      -----------    -----------
                  Pro forma net income                                     $        23,939  $        (824)   $     (6,414)

                  Earnings Per Share:
                  Basic-as reported                                        $          0.82  $       (0.01)   $      (0.22)
                                                                                ===========
                                                                                                 ===========    ===========
                  Basic-Pro forma                                          $          0.74  $       (0.03)   $      (0.27)
                                                                                                 ===========    ===========
                                                                                ===========
                  Diluted-as reported                                      $          0.78  $       (0.01)   $      (0.22)
                                                                                ===========
                                                                                                 ===========    ===========
                  Diluted-Pro forma                                        $          0.70  $       (0.03)   $      (0.27)
                                                                                ===========      ===========    ===========
</TABLE>

(m)      Fair Value of Financial Instruments

                  The carrying amounts of accounts receivable,  accounts payable
                  and accrued  liabilities  approximate  their fair values as of
                  December  31,  2002  and  2001,  due to the  relatively  short
                  duration of these financial instruments. Except for the senior
                  subordinated  notes payable and the subordinated notes payable
                  to  stockholders,   the  carrying  amounts  of  the  Company's
                  indebtedness  approximate their fair values as of December 31,
                  2002 and 2001,  as they bear interest  rates that  approximate
                  market.  The  fair  value  of the  senior  subordinated  notes
                  payable  on  principal  amounts  of $75.0  million  and $100.0
                  million, based on quoted market value, was approximately $81.0
                  million and $105.3  million as of December  31, 2002 and 2001,
                  respectively. The fair value of the subordinated notes payable
                  to stockholders as of December 31, 2001, based on management's
                  estimates   considering   current   market   conditions,   was
                  approximately $7.3 million.

(n)      Derivative Instruments and Hedging Activities

                  Effective  January 1, 2001, the Company  adopted  Statement of
                  Financial  Accounting  Standards  No. 133  ("SFAS  No.  133"),
                  Accounting for Derivative  Instruments and Hedging Activities,
                  as amended. The Company has entered into certain interest rate
                  swap  agreements,  which are accounted for under SFAS No. 133.
                  SFAS  No.  133  requires  that   derivative   instruments   be
                  recognized at fair value in the balance sheet.  Changes in the
                  fair value of derivative instruments that qualify as effective
                  hedges of cash flows are  recognized  as a component  of other
                  comprehensive  income  (loss).  Changes  in the fair  value of
                  derivative  instruments  for  all  other  hedging  activities,
                  including  the  ineffective  portion of cash flow hedges,  are
                  recognized in current  period  earnings.  The adoption of SFAS
                  No.  133 did not  have  significant  impact  on the  Company's
                  consolidated financial statements.

(o)      Earnings (Loss) Per Common Share

                  The  Company  computes  earnings  (loss) per  common  share in
                  accordance  with Statement of Financial  Accounting  Standards
                  No. 128  ("SFAS  No.  128"),  Earnings  Per  Share.  Under the
                  provisions of SFAS No. 128, basic  earnings  (loss) per common
                  share  is  computed  by  dividing  the  net  earnings   (loss)
                  available  to  common  stockholders  for  the  period  by  the
                  weighted  average number of common shares  outstanding  during
                  the  period.  Diluted  earnings  (loss)  per  common  share is
                  computed by dividing net earnings (loss) for the period by the
                  weighted   average  number  of  common  and  dilutive   common
                  equivalent shares outstanding  during the period.  Potentially
                  dilutive  common   equivalent  shares  are  comprised  of  the
                  Company's  employee stock options and shares  associated  with
                  the Company's  subordinated  convertible note payable prior to
                  the Company's IPO.

                                       F-13
<PAGE>

(p)      Use of Estimates

                  The  preparation  of  consolidated   financial  statements  in
                  conformity with accounting  principles  generally  accepted in
                  the  United  States of  America  requires  management  to make
                  estimates and assumptions  that affect the reported amounts of
                  assets and liabilities and disclosure of contingent assets and
                  liabilities  at  the  date  of  the   consolidated   financial
                  statements  and the reported  amounts of revenues and expenses
                  during the reporting period.  Actual results could differ from
                  those estimates.

(q)      Stock Split

                  Effective   February  19,  2002,  the  Company  increased  the
                  aggregate  authorized shares of its common stock to 37,503,000
                  shares,  and authorized a  2,449.95-for-1  common stock split.
                  All references to the number and per share amounts relating to
                  the Company's common shares have been  retroactively  restated
                  for the stock split.


(3)      Sales and Closure of Businesses

         (a)      Sale of CITE

                  On June 29, 2001, the Company sold its Center for  Information
                  Technology  Education  ("CITE")  business to a  subsidiary  of
                  Pinnacle Software  Solutions,  Inc. for a total purchase price
                  of $100,000, of which $50,000 was paid on the date of closing,
                  with the remainder due and paid in six equal, monthly payments
                  of  approximately  $8,300  beginning  on August 1, 2001.  CITE
                  provided  evening  and weekend  training  for  individuals  to
                  attain  certification in Oracle  developer and Java.  Revenues
                  generated  by CITE were  approximately  $1.2  million and $2.5
                  million  for the  years  ended  December  31,  2001 and  2000,
                  respectively.  As of the date of sale,  the carrying  value of
                  the net assets of CITE was approximately zero,  resulting in a
                  gain on the sale of the business of approximately $100,000.

         (b)      Curtailment of Operations of CITI-SIUSS LLC

                  During   1999,   the   Company  and   Criminal   Investigative
                  Technology,   Inc.  ("CITI")  entered  into  a  joint  venture
                  ("CITI-SIUSS  LLC"),  formerly known as  Anteon-CITI  LLC (the
                  "Venture").   The  Venture   developed  and  marketed  certain
                  investigative  support  products and services.  At the date of
                  formation, CITI contributed certain assets to the Venture. The
                  Company  has the sole  ability to control the  management  and
                  operations of CITI-SIUSS  LLC and,  accordingly,  consolidated
                  its results.  Under the joint venture  agreement,  the Company
                  was  allocated  98% of the  profits  and losses of  CITI-SIUSS
                  until its  investment in the Venture was  recovered,  at which
                  time  profits and losses were shared  based on the  respective
                  ownership interests of the joint venturers. As the Company had
                  not yet recovered its investment,  98% of the Venture's losses
                  had  been  allocated  to  the  Company  and 2%  recognized  as
                  minority interest in losses in the consolidated  statements of
                  operations. Upon the occurrence of certain events, the Company
                  had the option to purchase the 50% interest  owned by CITI, at
                  a formula price as included in the joint venture agreement.

                  On June 22,  2001,  the  Company  decided  to  cease  software
                  development  operations  of the Venture  because it  concluded
                  that the Venture was not likely to establish a self-supporting
                  business without significant capital  contributions.  Revenues
                  generated by the Venture were  approximately  $1.5 million and
                  $880,000  for the  years  ended  December  31,  2001 and 2000,
                  respectively. Operating losses were approximately $2.6 million
                  and $2.5  million  for the years  December  31, 2001 and 2000,
                  respectively. The Venture was obligated to provide maintenance
                  and support  services on existing  contracts  through June 30,
                  2002.  Upon the  completion  of this  obligation,  the Company
                  anticipated  that no excess proceeds would be available to the
                  Company  or  the  minority  interest  party  in  the  Venture.
                  Accordingly,  the remaining minority interest of approximately
                  $487,000 was reversed  during the quarter ended June 30, 2001,
                  and the  resulting  gain was  included  in gains on sales  and
                  closures  of  businesses  in  the  accompanying   consolidated
                  statement of operations.

                                      F-14
<PAGE>

(c)      Sale of Interactive Media Corporation

                  On July  20,  2001,  the  Company  sold  all of the  stock  in
                  Interactive  Media  Corporation  ("IMC") for $13.5  million in
                  cash,  subject  to  adjustment  based on the amount of working
                  capital (as defined in the sale  agreement)  as of the date of
                  sale.  In  addition,  the  Company had a  contingent  right to
                  receive  an  additional   $500,000  in  cash  based  on  IMC's
                  performance  from  the  date  of  closing  through  the end of
                  calendar year 2001.  Prior to the sale, IMC transferred to the
                  Company the assets of the  government  division of IMC,  which
                  specializes in training  services  primarily to the government
                  marketplace.  Accordingly,  at the date of sale,  IMC provided
                  training  services to customers  primarily  in the  commercial
                  marketplace.   For  the  commercial  division,  revenues  were
                  approximately  $11.7  million and $18.1  million for the years
                  ended  December  31,  2001 and 2000,  respectively.  Operating
                  income (loss) was approximately $(41,000) and $686,000 for the
                  years ended  December  31, 2001 and 2000,  respectively.  With
                  respect to the  working  capital  adjustment,  the Company had
                  reserved approximately $550,000 of the gain on the sale at the
                  time  of  closing.   Subsequently,   the  Company  reached  an
                  agreement  with the purchaser of IMC to settle the  adjustment
                  in the  amount  of  $475,000  as a result of  working  capital
                  deficiencies  at the closing of the  transaction.  The Company
                  paid  this  amount  to the  purchaser  on June 14,  2002.  The
                  remaining  $75,000  reserve related to a retention bonus which
                  was  paid to a key  employee  of IMC  during  the  year  ended
                  December 31, 2002.  The total gain  recognized  on the sale of
                  IMC recognized was approximately $3.5 million.

                  As a result of the sale of IMC, the Company realized an income
                  tax  benefit  of   approximately   $1.6  million  relating  to
                  differences  between  the income tax and  financial  statement
                  carrying   amounts  of  the   Company's   investment  in  IMC.
                  Approximately   $760,000  of  this   benefit   resulted   from
                  differences  that  existed  as of the  date  of the  Company's
                  acquisition   of  A&T,   of  which   IMC  was  a   subsidiary.
                  Accordingly,  during the third  quarter of 2001,  the  Company
                  recognized   the   income   tax   benefit   related   to   the
                  pre-acquisition difference as a reduction of goodwill from the
                  acquisition  of A&T, and  recognized the remaining tax benefit
                  of $790,000 as a reduction of income tax expense.

(d)      Closure of South Texas Ship Repair

                  On December 19, 2001,  the Company  decided to close the South
                  Texas Ship Repair  ("STSR")  business,  which was  acquired as
                  part  of  the  Sherikon  acquisition  in  October  2000.  STSR
                  specialized  in the  repair of ships for both  government  and
                  commercial customers. Revenues were $3.3 million and $714,000,
                  respectively,  and  operating  loss  was  $(2.1)  million  and
                  $(29,000), respectively, for the years ended December 31, 2001
                  and 2000. In conjunction with the closure of STSR, the Company
                  recognized  a charge of  approximately  $1.0  million  for the
                  write-down  of goodwill from the Sherikon  acquisition,  which
                  was  attributable to STSR. This charge is included in goodwill
                  amortization  in the  accompanying  consolidated  statement of
                  operations,   for  the  year  ended  December  31,  2001.  The
                  remaining   expected  costs  of  fulfilling   STSR's  existing
                  contracts of  approximately  $266,000  have been accrued as of
                  December 31, 2002.

(4)      Use of Proceeds from Initial Public Offering

         The net proceeds to the Company  from the sale of  4,687,500  shares of
         common  stock  in the  Company's  IPO was  $75.2  million,  based on an
         initial  public  offering  price of $18.00 per share,  after  deducting
         underwriting  discounts  and  commissions  of $5.9 million and offering
         costs and expenses of $3.3 million.

         The Company used the net proceeds from the IPO to:

          o         repay $11.4 million of its debt  outstanding  under the term
                    loan portion of its credit facility;

          o         temporarily  pay down $39.5  million on the  revolving  loan
                    portion  of its  credit  facility  on March  15,  2002  (the
                    revolving loan was subsequently  increased on April 15, 2002
                    to redeem $25.0  million  principal  amount of the Company's
                    12% Notes);

                                       F-15
<PAGE>

          o         redeem $25.0  million  principal  amount of its 12% Notes on
                    April 15, 2002, and to pay accrued  interest of $1.3 million
                    thereon and the associated $3.0 million  prepayment  premium
                    (pending the permanent use of such net proceeds, the Company
                    used such funds to temporarily  reduce the revolving portion
                    of its credit facility);

          o         repay in full its $7.5 million principal amount subordinated
                    promissory note held by Azimuth  Technologies,  L.P., one of
                    the  Company's  principal  stockholders,  including  $50,000
                    aggregate  principal  amount of the  Company's  subordinated
                    promissory  notes held by present  members of the  Company's
                    management; and

          o         repay $4.4  million  of the  Company's  subordinated  notes,
                    relating to accrued  interest on the Company's $22.5 million
                    principal amount  subordinated  convertible  promissory note
                    held by Azimuth Tech. II LLC, one of the Company's principal
                    stockholders.

          The  remainder  of the net  proceeds  to the  Company  from  the  IPO,
          approximately  $12.5 million,  was temporarily  invested in short-term
          investment grade  securities and  subsequently  liquidated and used to
          repay amounts outstanding under the Company's revolving portion of its
          credit  facility.  The  Company  also  used  $2.5  million  of the IPO
          proceeds to temporarily  repay debt under the revolving portion of its
          credit  facility  with the intention of repaying in full, on or before
          October 20, 2002, a $2.5 million principal amount promissory note held
          by former  stockholders of Sherikon,  Inc.,  which was acquired by the
          Company in October 2000. On October 18, 2002, the Company  asserted an
          indemnification  claim  against the former  shareholders  of Sherikon,
          Inc. in an aggregate  amount  exceeding  the $2.5  million  promissory
          note.  The Company has not made this $2.5  million  scheduled  payment
          pending this indemnification claim.

          As a result of the permanent  reduction of a portion of its debt under
          the term loan,  the Company  wrote-off a  proportionate  amount of the
          unamortized deferred financing fees related to the portion of the term
          loan that was repaid. The write-off of $185,000,  net of tax, has been
          reflected as an extraordinary  loss in the  accompanying  consolidated
          statements  of operations  for the period ended  December 31, 2002. In
          addition, as a result of the redemption of the $25.0 million principal
          amount of the Company's 12% Notes, the Company incurred a $3.0 million
          prepayment  premium  and  wrote-off  a  proportionate  amount  of  the
          unamortized  deferred financing fees related to the portion of the 12%
          Notes that were  repaid.  The  prepayment  premium  and  write-off  of
          deferred financing fees, totaling $2.4 million,  net of tax, have been
          reflected as an extraordinary  loss in the  accompanying  consolidated
          statements of operations for the year ended December 31, 2002.

(5)      Acquisitions

(a)      Sherikon, Inc.

          On October 20,  2000,  the Company  purchased  all of the  outstanding
          stock of  Sherikon,  Inc., a technology  solutions  and services  firm
          based  in  Chantilly,   Virginia,   for  a  total  purchase  price  of
          approximately   $34.8   million,   including   transaction   costs  of
          approximately  $861,000.  Under  the  terms  of the  sale,  the  total
          purchase price included,  at closing,  a cash payment of $20.8 million
          to the shareholders of Sherikon,  Inc., cash payments of approximately
          $5.2 million to certain  executives  and employees of Sherikon,  Inc.,
          and subordinated  notes payable  totaling $7.5 million,  of which $5.0
          million  was due and paid in 2001 and $2.5  million was due at the end
          of the second year after  closing.  On October 18,  2002,  the Company
          asserted an indemnification  claim against the former  shareholders of
          Sherikon,  Inc. in an  aggregate  amount  exceeding  the $2.5  million
          promissory note. The Company has not made this $2.5 million  scheduled
          payment  pending the  resolution of this  indemnification  claim.  The
          subordinated   notes   carry  a  0%   coupon   rate  and   have   been
          present-valued.  The present value of the subordinated  notes payable,
          using an assumed  borrowing  rate of 11.75%,  was  approximately  $6.5
          million  as  of  the  date  of  purchase.  In  addition,  the  Company
          guaranteed  certain bonuses  totaling  approximately  $1.75 million to
          former Sherikon  employees payable in two  installments,  the first of
          which  was paid in  October  2001 and the  second of which was paid in
          October 2002. Such bonuses were not contingent on continued employment
          with the Company,  and the present  value of such amount,  assuming an
          11.75%  discount  rate, of $1.5 million,  was recognized as additional
          purchase  consideration.  The  transaction was accounted for using the
          purchase method whereby the net tangible and  identifiable  intangible
          assets  acquired  and  liabilities  assumed were  recognized  at their
          estimated  fair  market  values at the date of  acquisition,  based on
          preliminary  estimates  by  management.  The  identifiable  intangible
          assets were acquired  contracts  and workforce in place.  These assets
          were valued,  based on an independent  appraisal,  at $1.3 million and
          $760,000, respectively. Both have expected useful lives of 4 years. As
          of January 1, 2002 the Company reclassified the unamortized balance of
          the intangible asset associated with the acquired  employee  workforce
          from intangible assets to goodwill,  which in accordance with SFAS No.
          142, are no longer separately identifiable from goodwill. Goodwill was
          being amortized on a straight-line  basis over twenty years,  prior to
          the adoption of SFAS No. 142.

                                       F-16
<PAGE>

          The total purchase price paid,  including  transaction costs, of $34.8
          million,  was  allocated  to the assets and  liabilities  acquired  as
          follows (in thousands):

          Cash                                                     $      2,924
          Accounts receivable                                            15,191
          Prepaid expenses and other current assets                         544
          Property and equipment                                            353
          Other assets                                                      248
          Contracts                                                       1,310
          In place workforce                                                760
          Goodwill                                                       20,177
          Deferred tax assets, net                                        2,932
          Accounts payable and accrued expenses                          (9,423)
          Long-term liabilities                                            (207)
                                                                    ------------
                            Total consideration                    $      34,809

          During the third quarter of 2001, the Company finalized the allocation
          of the  purchase  price,  resulting  in an  increase  of  $100,000  in
          goodwill and accrued liabilities  related to contingencies  identified
          at the date of  acquisition.  During the fourth  quarter of 2001,  the
          Company made the decision to close STSR, which was acquired as part of
          Sherikon. The Company wrote off goodwill of approximately $1.0 million
          in connection with the closure (see note 3(d)).

          Transaction  costs of  approximately  $861,000  include a $300,000 fee
          paid to  Caxton-Iseman  Capital,  Inc., an affiliate of and advisor to
          the Company.

(b)      The Training Division of SIGCOM, Inc.

          On July 20,  2001,  the company  acquired  the assets,  contracts  and
          personnel of the training  division of SIGCOM,  Inc.  ("SIGCOM").  The
          principal business of the training division of SIGCOM's is the design,
          construction,  instrumentation,  training and maintenance of simulated
          live-fire  training  facilities to help acclimate members of the armed
          forces to combat  conditions  for mobile  operations on urban terrain.
          The company's  primary reason for acquiring SIGCOM was the significant
          capabilities  of  SIGCOM  that  will  augment  the  Company's  defense
          training  capabilities.  The total  purchase  price was $11.0 million,
          excluding  $409,000 of transaction  costs,  of which $10.0 million was
          paid in cash to the  seller  and $1.0  million  of which was placed in
          escrow to secure the seller's obligations to indemnify the Company for
          certain  potential  liabilities  which were not  assumed.  Transaction
          costs included a $100,000 fee paid to Caxton-Iseman  Capital, Inc., an
          affiliate of and advisor to the Company. The transaction was accounted
          for  using  the  purchase   method,   whereby  the  net  tangible  and
          identifiable  intangible assets acquired and liabilities  assumed were
          recognized  at  their  estimated  fair  market  values  at the date of
          acquisition.  The Company allocated  approximately $4.1 million of the
          purchase price to accounts  receivable,  approximately $1.5 million to
          acquired accounts payable and accrued liabilities, and $440,000 of the
          purchase  price to an intangible  asset  related to contract  backlog,
          continues to be amortized over a two-year  period,  in accordance with
          SFAS No. 142.  Approximately  $8.1  million has been  allocated to tax
          deductible goodwill arising from the acquisition,  which in accordance
          with SFAS No. 141 and SFAS No. 142, is not being  amortized  (see note
          2(f)).


                                       F-17
<PAGE>

Unaudited Pro Forma Data

          The  following  unaudited  pro  forma  summary  presents  consolidated
          information as if the  acquisition of the Training  Division of SIGCOM
          and the  acquisition  of Sherikon  had occurred as of January 1, 2000.
          The pro forma summary is provided for informational  purposes only and
          is based on historical  information that does not necessarily  reflect
          actual  results  that  would  have  occurred  nor  is  it  necessarily
          indicative of future  results of  operations of the combined  entities
          (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                                  2001                2000
                                                                             ----------------    ---------------
                                                                             ----------------

                         <S>                                                    <C>               <C>
                         Total revenues                                         $  723,498        $    612,278
                         Total expenses                                            723,260             615,250
                                                                             ----------------    ---------------
                         Income (loss) before extraordinary item                       224             (2,972)
                         Extraordinary gain, net of tax                                330                  --
                                                                             ----------------    ---------------

                         Net income (loss)                                      $      554          $  (2,972)
                                                                             ================    ===============
                                                                             ================    ===============
                         Basic and diluted earnings (loss) per common share:
                              Income (loss) before extraordinary item           $     0.01          $   (0.12)
                              Extraordinary gain, net of tax                          0.01                  --
                                                                             ----------------    ---------------
                              Net income (loss)                                 $     0.02          $   (0.12)
                                                                             ================    ===============
</TABLE>
<TABLE>
<CAPTION>

(6)      Accounts Receivable

         The components of accounts receivable as of December 31, 2002 and 2001,
are as follows (in thousands):

                                                                                    2002              2001
                                                                                --------------    --------------

                      <S>                                                    <C>                        <C>
                      Billed and billable                                    $        179,216           116,539
                      Unbilled                                                          8,929            15,508
                      Retainages due upon contract completion                           5,162             3,797
                      Allowance for doubtful accounts                                 (4,248)           (4,499)
                                                                                --------------    --------------

                                        Total                                $        189,059           131,345
                                                                                ==============    ==============
</TABLE>

          In excess of 95% of the Company's  revenues for each of 2002, 2001 and
          2000 have been earned, and accounts receivable as of December 31, 2002
          and  2001  are due  from  agencies  of the  U.S.  federal  government.
          Unbilled  costs and fees and  retainages  billable upon  completion of
          contracts are amounts due primarily within one year and will be billed
          on the basis of contract terms and delivery schedules.

          The accuracy and  appropriateness of the Company's direct and indirect
          costs and expenses under its government  contracts,  and therefore its
          accounts receivable  recorded pursuant to such contracts,  are subject
          to  extensive  regulation  and audit,  including  by the U.S.  Defense
          Contract Audit Agency ("DCAA") or by other appropriate agencies of the
          U.S.  government.  Such  agencies  have  the  right to  challenge  the
          Company's cost estimates or allocations with respect to any government
          contract.  Additionally,  a substantial portion of the payments to the
          Company under government  contracts are provisional  payments that are
          subject to potential adjustment upon audit by such agencies.  Incurred
          cost audits have been  completed by DCAA through  2000.  Historically,
          such audits have not  resulted in any  significant  disallowed  costs.
          Although  the  Company  can  give no  assurances,  in the  opinion  of
          management,  any adjustments likely to result from inquiries or audits
          of its  contracts  would  not have a  material  adverse  impact on the
          Company's financial condition or results of operations.



                                       F-18
<PAGE>




(7)      Property and Equipment

         Property  and  equipment  consists of the  following as of December 31,
2002 and 2001 (in thousands):
<TABLE>
<CAPTION>

                                                                                    2002                 2001
                                                                              ------------------   -----------------

<S>                                                                        <C>                                  <C>
         Land                                                              $               393                  544
         Buildings                                                                       1,717                2,429
         Computer hardware and software                                                 13,348               10,649
         Furniture and equipment                                                         8,697                5,890
         Leasehold improvements                                                          4,808                5,047
                                                                              ------------------   -----------------
                                                                                        28,963               24,559

         Less - accumulated depreciation and amortization                             (18,971)             (11,815)
                                                                              ------------------   -----------------
                                                                           $              9,992              12,744
                                                                              ==================   =================
</TABLE>


(8)      Accrued Expenses

         The components of accrued expenses as of December 31, 2002 and 2001 are
as follows (in thousands):
<TABLE>
<CAPTION>

                                                                                    2002                 2001
                                                                              ------------------   -----------------

<S>                                                                        <C>                               <C>
         Accrued payroll and related benefits                              $             38,819              31,585
         Accrued subcontractor costs                                                     13,396              14,438
         Accrued interest                                                                 1,138               3,636
         Other accrued expenses                                                           4,250               6,382
                                                                              ------------------   -----------------

                                                                           $             57,603              56,041
                                                                              ==================   =================
</TABLE>

(9)      Indebtedness

(a)      Credit Agreement

          On June 23, 1999, the Company entered into a Credit Agreement ("Credit
          Facility") with a syndicate of nine commercial banks.  Under the terms
          of the Credit Facility, the Company entered into promissory notes with
          aggregate available financing facilities of $180.0 million. The Credit
          Facility was  comprised of a revolving  credit  facility for aggregate
          borrowings  of  up  to  $120.0  million  ("Revolving  Facility"),   as
          determined  based on a portion of eligible billed accounts  receivable
          and a portion of eligible unbilled  accounts  receivable and the ratio
          of net debt to  earnings  before  interest,  taxes,  depreciation  and
          amortization  ("EBITDA"),  as defined,  and maturing on June 23, 2005;
          and a $60.0  million note ("Term  Loan") with  principal  payments due
          quarterly  commencing  June 30, 2001, and $15.0 million at maturity on
          June 23, 2005.  However,  under certain  conditions  related to excess
          annual  cash flow,  as defined in the  agreement,  and the  receipt of
          proceeds from certain asset sales, and debt or equity  issuances,  the
          Company is required to prepay,  in amounts specified in the agreement,
          borrowings  under the Term Loan. Due to excess cash flows, as defined,
          generated in 2001,  an additional  principal  payment of $10.7 million
          was paid under the term loan on March 14,  2002.  A portion of the net
          proceeds  from  the IPO  were  used to  make an  additional  principal
          payment of $11.4  million in March 2002.  Effective  October 21, 2002,
          this Credit  Facility was  replaced by an Amended and Restated  Credit
          Agreement, as discussed below.

          Under the Credit  Facility,  the interest  rate on both the  Revolving
          Facility  and the Term Loan bear  interest  at a  floating  rate based
          upon,  at the Company's  option,  LIBOR,  or the  Alternate  Base Rate
          ("ABR"), which is the higher of CSFB's prime rate (less one quarter of
          one percent) and the Federal Funds  Effective  Rate,  plus one half of
          one percent,  in each case plus a margin determined based on our ratio
          of net debt to  EBITDA.  Interest  is  payable on the last day of each
          quarter.  During the years ended December 31, 2002, 2001 and 2000, the
          interest  rates on the  Revolving  Facility  and Term Loan ranged from
          3.53 percent to 6.00 percent,  4.61 percent to 11.75 percent, and 8.84
          percent to 11.75 percent, respectively.

                                       F-19
<PAGE>

(b)      Amended and Restated Credit Agreement

          On October  21,  2002,  the  Company  entered  into an  amendment  and
          restatement  of  its  existing  Credit  Agreement  (the  "Amended  and
          Restated Credit Agreement").  Pursuant to the terms of the Amended and
          Restated  Credit  Agreement,  the Credit Facility was amended to allow
          for the  following:  (1) a $200.0  million  senior  secured  revolving
          credit facility (the "Revolving Credit  Facility"),  including a $25.0
          million letter of credit sublimit;  and (2) a $22.3 million three-year
          senior  secured term loan  facility  (the "Term Loan  Facility").  The
          aggregate  amount  available for borrowing under the Revolving  Credit
          Facility  is  determined  based  on a  portion  of  eligible  accounts
          receivable. In general, the Company's borrowing availability under the
          Revolving Credit Facility is subject to our borrowing base (defined as
          portions of eligible billed and unbilled accounts  receivable) and the
          Company's  ratio of net debt to EBITDA and net senior  debt to EBITDA,
          as defined in the Amended and Restated Credit  Agreement.  The Company
          incurred  approximately  $626,000 in expenses  related to this Amended
          and Restated Credit Agreement. These expenses have been capitalized as
          additional  deferred  financing fees and are being  amortized over the
          remaining term of the Credit Facility.

          Borrowings  under  the Term Loan  Facility  and the  Revolving  Credit
          Facility mature on June 30, 2005.  Principal payments of approximately
          $950,000  are  due  quarterly  under  the  Term  Loan  Facility,  with
          approximately  $12.7 million due at final maturity.  Borrowings  under
          the Revolving  Credit Facility and Term Loan Facility bear interest at
          a floating  rate based upon, at the Company's  option,  LIBOR,  or the
          Alternate  Base Rate  ("ABR"),  which is the  higher of Credit  Suisse
          First  Boston's  ("CSFB") prime rate (less one quarter of one percent)
          and the Federal Funds Effective Rate, plus one half of one percent, in
          each case plus a margin determined based upon our ratio of net debt to
          EBITDA (as defined in the Amended and Restated Credit Agreement). From
          the date of the  amendment  through  December 31,  2002,  the interest
          rates for the Term Loan  Facility and the  Revolving  Credit  Facility
          ranged  from 3.63  percent to 5.75  percent.  The Company  may,  under
          certain  conditions  described  in the  Amended  and  Restated  Credit
          Agreement,  request an extension to the maturity date of the Revolving
          Credit Facility.

          In certain cases, the Company is required to make excess cash payments
          (as defined in the  Amended  and  Restated  Credit  Agreement)  to the
          extent certain conditions and ratios are met.

          All  of  the  Company's  existing  and  future  domestic  subsidiaries
          unconditionally  guarantee the repayment of amounts borrowed under the
          Amended and Restated Credit Agreement. The Amended and Restated Credit
          Agreement is secured by  substantially  all of the  Company's  and its
          domestic  subsidiaries'  tangible  and  intangible  assets,  including
          substantially all of the capital stock of the Company's subsidiaries.

          The Amended and Restated  Credit  Agreement  contains  affirmative and
          negative covenants in addition to financial  covenants,  customary for
          such financings.

          The Amended and Restated Credit  Agreement also permits the Company to
          elect  from  time to time to (i)  repurchase  certain  amounts  of its
          subordinated  debt and  outstanding  common  stock  from its  share of
          excess  cash  flow (as  defined  in the  credit  agreement);  and (ii)
          repurchase  certain amounts of its subordinated  debt from it share of
          net cash proceeds of issuances of equity securities.



                                       F-20
<PAGE>


          The Amended and Restated Credit Agreement contains customary events of
          default, certain of which allow for grace periods.

          As of December 31, 2002, the outstanding amounts under the Amended and
          Restated  Credit  Agreement  were  as  follows  (in  thousands):  2002


                 Revolving Facility                        $    7,000
                 Term Loan Facility                            21,201
                                                         --------------
                                                           $   28,201
                                                         ==============

          The remaining available borrowings under the Revolving Credit Facility
          as of December 31, 2002 was $108.3 million.

          For the years ended December 31, 2002,  2001 and 2000,  total interest
          expense  incurred on the Revolving  Credit Facility was  approximately
          $1.1  million,  $2.7 million and $2.3 million,  respectively.  For the
          years ended December 31, 2002, 2001 and 2000,  total interest  expense
          incurred on the Term Loan  Facility was  approximately  $1.2  million,
          $4.1 million and $5.9 million, respectively.

(c)      Senior Subordinated Notes Payable

          On May 11,  1999,  the  Company  sold  $100.0  million,  in  aggregate
          principal amount of ten-year,  12% Notes. The proceeds of the issuance
          of the 12% notes were  principally used to purchase A&T. The Notes are
          subordinate to the Company's  Amended and Restated Credit Facility but
          rank  senior to any  other  subordinated  indebtedness.  The 12% Notes
          mature May 15, 2009 and  interest is payable  semi-annually  on May 15
          and November 15. The Company  cannot redeem the 12% Notes prior to May
          15,  2004  except  under  certain  conditions.  The  Company  used net
          proceeds from its IPO to redeem $25.0 million  principal amount of its
          12%  Notes  on  April  15,  2002.  In  addition,  as a  result  of the
          redemption of the $25.0 million  principal amount of the Company's 12%
          Notes,  the Company  incurred a $3.0  million  prepayment  premium and
          wrote-off a proportionate  amount of  approximately  $185,000,  net of
          tax, of the unamortized deferred financing fees related to the portion
          of the  12%  Notes  that  were  repaid.  The  prepayment  premium  and
          write-off of deferred  financing fees,  totaling $2.6 million,  net of
          tax, have been reflected as an extraordinary  loss in the accompanying
          unaudited  consolidated  statements of  operations  for the year ended
          December 31, 2002. In addition, under certain conditions after May 15,
          2004,  the Company can redeem some portion of the 12% Notes at certain
          redemption  prices.  Total interest expense for the 12% Notes incurred
          during 2002, 2001 and 2000 approximated  $9.9 million,  $12.0 million,
          and $12.1 million, respectively.

          The 12% Notes are  guaranteed  by each of the  Company's  existing and
          certain  future  domestic  subsidiaries  (see note 17).  The 12% Notes
          include  certain  restrictions   regarding  additional   indebtedness,
          dividend   distributions,    investing   activities,    stock   sales,
          transactions with affiliates, and asset sales and transfers.

(d)      Subordinated Notes Payable

          In connection  with the purchase of  Techmatics,  in 1998, the Company
          entered  into  subordinated   promissory  notes  with  the  Techmatics
          shareholders  and option  holders as of the date of acquisition in the
          principal  amount  of  $10.0  million,  discounted  as of the  date of
          acquisition  to  approximately  $8.9  million.  One-tenth of the total
          amount  of  principal  was paid on May 31,  1999,  with the  remaining
          nine-tenths  paid on May 31, 2000.  Interest began accruing on May 31,
          1999 at 6 percent  per year on  four-ninths  of the  principal  amount
          outstanding. Total interest expense incurred on the subordinated notes
          payable to the Techmatics shareholders for the year ended December 31,
          2000 was approximately $117,000.

                                       F-21
<PAGE>

          In connection  with the purchase of Sherikon (note 5(a)),  the Company
          entered  into   subordinated   promissory   notes  with  the  Sherikon
          shareholders as of the date of acquisition in the aggregate  principal
          amount of $7.5  million,  discounted  to  approximately  $6.5 million.
          During 2001, $5.0 million of the  subordinated  promissory  notes were
          repaid.  The remaining $2.5 million of subordinated  promissory  notes
          were due on  October  20,  2002.  On October  18,  2002,  the  Company
          asserted an indemnification  claim against the former  shareholders of
          Sherikon,  Inc. in an  aggregate  amount  exceeding  the $2.5  million
          promissory note. The Company has not made this $2.5 million  scheduled
          payment pending resolution of the  indemnification  claim.  During the
          year ended December 31, 2002, 2001 and 2000, total interest expense on
          the subordinated  promissory notes with the Sherikon  shareholders was
          approximately $232,000, $665,000 and $156,000, respectively.

(e)      Subordinated Note Payable to Ogden

          As partial  consideration for the acquisition of Anteon Virginia,  the
          Company entered into a subordinated  promissory note with Ogden in the
          principal  amount of $8.5  million,  bearing  interest  at 12  percent
          payable  quarterly.  The principal amount of the note was due in April
          2004,  but  could be  prepaid  without  penalty  at any time  prior to
          maturity.  On June 29, 2001, Anteon Virginia  purchased from Ogden the
          then outstanding  principal amount of the subordinated note payable to
          Ogden due from the Company for $3.2 million in full  settlement of the
          Company's  obligation to Ogden.  In connection  with the payment,  the
          Company recognized an extraordinary  gain of $330,000,  net of tax, on
          the retirement of the subordinated note payable to Ogden.

          Total interest expense  incurred on the  subordinated  note payable to
          Ogden for the years ended December 31, 2001 and 2000 was approximately
          $86,000, and $329,000, respectively.

(f)      Subordinated Notes Payable to Stockholders

          Concurrent  with the acquisition of Anteon  Virginia,  the Company and
          its majority stockholder,  Azimuth Technologies, L.P., and three other
          stockholders  entered into subordinated  promissory note agreements in
          the aggregate  principal amount of $7.5 million,  all bearing interest
          at 6%, which were payable quarterly. The principal amount of the notes
          was due in April  2004,  but could be prepaid  without  penalty at any
          time prior to maturity. The Company used a portion of the net proceeds
          from its IPO to repay in full this  subordinated  promissory note held
          by  Azimuth  Technologies,   L.P.,  one  of  the  Company's  principal
          stockholders.

          Total interest expense incurred on the subordinated  notes payable for
          the years ended  December  31, 2002,  2001 and 2000 was  approximately
          $90,000, $450,000, and $447,000, respectively.

(g)      Subordinated Convertible Note Payable - Related Party

          On June 23, 1999,  the Company and Azimuth  Tech. II LLC, an affiliate
          of Azimuth Technologies, L.P., the Company's majority stockholder, and
          Caxton-Iseman Capital,  Inc., entered into a subordinated  convertible
          promissory note agreement for $22.5 million. The note bore interest at
          12  percent,  with  interest  payable  semi-annually  each June 30 and
          December 31, through  maturity on June 23, 2010. The Company could not
          prepay the note prior to December 23, 2001, unless there was a sale of
          the  Company or an initial  public  offering of the  Company's  common
          stock. On or after December 23, 2001, the note could be prepaid by the
          Company without  penalty.  The note was convertible into the Company's
          non-voting common stock at the option of the holder at any time at the
          conversion  price of $4.86 per share,  subject to adjustment for stock
          splits,  dividends  and  certain  issuances  of common  stock.  At the
          Company's  option,  accrued  interest on the note could have been paid
          either in cash or  additional  notes which are  identical to the above
          note,  except  that the  additional  notes were not  convertible  into
          shares of the  Company's  common  stock.  In March 2002, in connection
          with the  Company's  IPO,  the Company  repaid $4.4 million in accrued
          interest  related to the note, and the $22.5 million  principal amount
          subordinated convertible promissory note was converted pursuant to its
          terms  into  4,629,232  shares  of the  Company's  common  stock  at a
          conversion price of $4.86 per share.

                                       F-22
<PAGE>

          During the years ended  December 31, 2002,  2001 and 2000, the Company
          incurred  approximately  $667,000,  $3.2  million,  and $3.0  million,
          respectively, of interest expense on the notes.

(h)      Future Maturities

          Scheduled  future   maturities   under  the  Company's   indebtedness,
          excluding the $2.5 million  Subordinated Notes Payable, are as follows
          (in thousands):

                     Year ending December 31,

                     2003                           $        3,798
                     2004                                    3,798
                     2005                                   20,605
                     2006                                       --
                     2007                                       --
                     Thereafter                             75,000
                                                       ------------

                                                    $      103,201
                                                       ============

(i)      Interest Rate Swap Agreements

          OBJECTIVES AND CONTEXT

          The Company uses  variable-rate debt to finance its operations through
          its Revolving  Facility and Term Loan. These debt  obligations  expose
          the  Company to  variability  in interest  payments  due to changes in
          interest  rates.  If  interest  rates   increase,   interest   expense
          increases.  Conversely,  if interest rates decrease,  interest expense
          also decreases.

          Management  believes  it is  prudent  to limit  the  variability  of a
          portion of its interest  payments.  It is the  Company's  objective to
          hedge a portion of its longer-term  variable interest payments for the
          Revolving Facility and Term Loan.

          STRATEGIES

          To meet this objective,  management  enters into various interest rate
          swap  derivative   contracts  to  manage  fluctuations  in  cash  flow
          resulting from fluctuations in interest rates. The interest rate swaps
          change the variable-rate cash flow exposure on the Company's long-term
          debt   obligations   to   fixed-rate   cash  flows  by  entering  into
          receive-variable,  pay-fixed  interest rate swaps.  Under the interest
          rate swaps, the Company receives  variable  interest rate payments and
          makes  fixed  interest  rate  payments,  thereby  creating  fixed-rate
          long-term debt.

          The Company does not enter into derivative instruments for any purpose
          other than cash flow hedging  purposes.  That is, the Company does not
          speculate using derivative instruments.

          RISK MANAGEMENT POLICIES

          The  Company  assesses  interest  rate cash  flow risk by  continually
          identifying and monitoring changes in interest rate exposures that may
          adversely impact expected future cash flows and by evaluating  hedging
          opportunities.

                                       F-23
<PAGE>

          The Company monitors interest rate cash flow risk attributable to both
          the Company's  outstanding or forecasted  debt  obligations as well as
          the Company's  offsetting  hedge  positions and estimates the expected
          impact of changes  in  interest  rates on the  Company's  future  cash
          flows.

          Upon  adoption of SFAS No. 133, the fair value of interest  rate swaps
          was  recorded  as  a  transition   adjustment  to  accumulated   other
          comprehensive income. This resulted in a decrease of $629,000,  net of
          tax, to accumulated other comprehensive  income as of January 1, 2001.
          Changes  subsequent  to January 1, 2001 in the fair value of  interest
          rate swaps designed as hedging  instruments of the variability of cash
          flows  associated with  floating-rate,  long-term debt obligations are
          reported in  accumulated  other  comprehensive  income  (loss).  These
          amounts subsequently are reclassified into interest expense as a yield
          adjustment  in the same  period in which the  related  interest on the
          floating-rate debt obligations affects earnings.

          During the year ended  December 31, 2002,  the Company  exercised  its
          cancellation  rights under certain  interest rate swap  agreements and
          cancelled $30.0 million of such  agreements.  These interest rate swap
          agreements  related  primarily to term loan obligations that have been
          permanently reduced.  Interest expense for the year ended December 31,
          2002   includes   losses  of  $1.9  million   associated   with  these
          cancellations.

          Over the next  twelve  months,  approximately  $137,000  of  losses in
          accumulated  other  comprehensive  loss related to the  interest  rate
          swaps are expected to be reclassified into interest expense as a yield
          adjustment of the hedged debt obligation. As of December 31, 2002, the
          fair value of the Company's interest swap agreements resulted in a net
          liability  of  $763,000  and  has  been   included  in  other  current
          liabilities.

          The Company's  interest rate swap agreements  effectively  changed the
          Company's  interest  rate exposure for the  following  amounts,  as of
          December 31, 2002, to the following fixed rates:
<TABLE>
<CAPTION>

                                                                                                         Fair Value as
                                                                                       Effective        of December 31,
                      Date of Swap           Notional            Maturity of           Fixed Rate             2002
                       Agreement              Amount           Swap Agreement         of Interest        (in thousands)
                  --------------------- -- ------------- -- ---------------------- -- ------------- --- -----------------

                  ---------------------
<S>                            <C>          <C>                        <C>            <C>                    <C>
                     September 1998         $5 million       September 25, 2003       5.02 percent           $(137)
                  ---------------------
                       June 2001           $10 million          June 30, 2004         5.78 percent           $(626)
                  --------------------- -- ------------- -- ---------------------- -- ------------- --- -----------------
</TABLE>

          The fair value of interest rate swaps is the estimated  amount,  based
          on quoted market prices,  that the counterparty would (receive) pay to
          terminate the swap agreements at December 31, 2002.

(10)     Common Stock

          The  Company's   authorized   capital  stock  currently   consists  of
          175,000,000  shares of common stock and 15,000,000 shares of preferred
          stock.

          The holders of the Company's common stock are entitled to one vote per
          share on all matters  submitted to a vote of  stockholders,  including
          the election of directors.  The common stock does not have  cumulative
          voting  rights,  which  means that the  holders  of a majority  of the
          outstanding  common stock  voting for the  election of  directors  can
          elect all  directors  then being  elected.  The  holders of our common
          stock are entitled to receive dividends,  when, and if declared by the
          Company's board out of legally  available funds.  Upon our liquidation
          or dissolution,  the holders of common stock will be entitled to share
          ratably  in  our  assets  legally   available  for   distribution   to
          stockholders  after  payment of  liabilities  and subject to the prior
          rights of any holders of preferred stock then outstanding. The rights,
          preferences  and  privileges of holders of common stock are subject to
          the rights of the holders of shares of any series of preferred  stock,
          which may be issued in the future.

                                       F-24
<PAGE>


         Preferred Stock

          The Company's  preferred  stock may be issued from time to time in one
          or more series.  The Company's board is authorized to fix the dividend
          rights,  dividend rates,  any conversion  rights or right of exchange,
          any voting  rights,  rights and terms of  redemption,  the  redemption
          price or prices,  the  payments in the event of  liquidation,  and any
          other rights, preferences,  privileges, and restrictions of any series
          of preferred stock and the number of shares  constituting  such series
          and their  designation.  The Company has no present plans to issue any
          shares of  preferred  stock other than in  connection  with the rights
          distribution described below.

          Depending  upon the rights of such  preferred  stock,  the issuance of
          preferred  stock could have an adverse effect on holders of our common
          stock by  delaying  or  preventing  a  change  in  control,  adversely
          affecting the voting power of the holders of common  stock,  including
          the loss of voting  control to others,  making  removal of the present
          management  more  difficult,  or  resulting in  restrictions  upon the
          payment of dividends and other  distributions to the holders of common
          stock.

         Rights Agreement

          In connection  with the  Company's  IPO, the Company  distributed  one
          preferred  share purchase right for each  outstanding  share of common
          stock  to the  stockholders  of  record  on  that  date  (the  "Rights
          Agreement"). Under the Company's Rights Agreement, each right entitles
          the registered holder to purchase from the Company one  one-thousandth
          of a share of Series A Preferred  Stock, par value $0.01 per share, at
          a price of $76.50 per one  one-thousandth  of a share,  under  certain
          circumstances provided for in the Rights Agreement.

          Until a "separation date" (as defined in the Rights Agreement) occurs,
          the rights will: o Not be exercisable;  o Be evidenced by certificates
          that represent  shares of the Company's common stock; and o Trade with
          the Company's common stock.

          The  rights  will  expire at the  close of  business  on the  ten-year
          anniversary  of the  Rights  Agreement,  unless  earlier  redeemed  or
          exchanged by the Company.

(11)    Income Taxes

         The  provisions for income taxes for the years ended December 31, 2002,
         2001 and 2000, consist of the following (in thousands), respectively:

<TABLE>
<CAPTION>
                                                                                        Years ended December 31,
                                                                             -----------------------------------------------
                                                                                2002             2001              2000
                                                                             -----------      ------------     -------------

           Current provision (benefit):
<S>                                                                       <C>                       <C>                 <C>
                 Federal                                                  $     11,727              1,140               293
                 State                                                           1,600                802               197
                 Foreign                                                           119                 62               104
                                                                             -----------      ------------     -------------

                             Total current provision (benefit)                  13,446              2,004               594
                                                                             -----------      ------------     -------------

           Deferred provision (benefit):
                 Federal                                                         4,331              1,501             (880)
                 State                                                             597                853               198
                 Foreign                                                            --                 55              (65)
                                                                             -----------      ------------     -------------

                             Total deferred provision (benefit)                  4,928              2,409             (747)
                                                                             -----------      ------------     -------------

                             Total income tax provision (benefit)         $     18,374              4,413             (153)
                                                                             ===========      ============     =============
</TABLE>

                                       F-25
<PAGE>

          The income tax provisions for the years ended December 31, 2002,  2001
          and 2000,  respectively,  are different  from that computed  using the
          statutory  U.S.  federal  income tax rate of 34% for the year December
          31, 2000 and 35% for December 31, 2001 and 2002 as set forth below (in
          thousands):
<TABLE>
<CAPTION>

                                                                                        Years ended December 31,
                                                                             -----------------------------------------------
                                                                                2002             2001              2000
                                                                             -----------      ------------     -------------

<S>                                                                       <C>                       <C>             <C>
          Expected tax expense (benefit), computed at statutory rate      $      16,590             1,401           (1,853)
          State taxes, net of federal expense                                     1,428             1,251                 7
          Nondeductible expenses                                                    330               304               264
          Goodwill amortization                                                      --             1,804             1,074
          Valuation allowance                                                        --                 -               295
          Increase in marginal federal rate                                          --               200                 -
          Stock basis difference on sale of subsidiary                               --             (790)                 -
          Foreign rate differences                                                   53              (21)                 8
          Other                                                                    (27)               264                52
                                                                             -----------      ------------     -------------
                                                                          $      18,374             4,413             (153)
                                                                             ===========      ============     =============
</TABLE>

          The tax effect of temporary differences that give rise to the deferred
          tax assets and  deferred tax  liabilities  as of December 31, 2002 and
          2001 was presented below (in thousands):
<TABLE>
<CAPTION>

                                                                                               2002               2001
                                                                                           --------------     --------------

                  Deferred tax assets:
<S>                                                                                     <C>               <C>
                       Accrued expenses                                                 $          6,244  $         6,101
                       Intangible assets, due to differences in amortization                       2,492            4,411
                       Interest rate swaps                                                           298            1,136
                       Accounts receivable allowances                                                706              634
                       Property and equipment, due to differences in depreciation                    831              493
                       Net operating loss carryforwards                                              356            3,262
                                                                                           --------------     --------------

                                    Total gross deferred tax assets                               10,927           16,037
                                    Less:  Valuation allowance                                     (295)            (295)
                                                                                           --------------     --------------
                                                                                           --------------     --------------
                                    Net deferred tax assets                                       10,632           15,742
                                                                                           --------------     --------------
                                                                                           --------------     --------------

                  Deferred tax liabilities:
                       Deductible goodwill, due to differences in amortization                     7,502            7,552
                       Revenue recognition differences                                             6,616            6,500
                       Accrued expenses                                                            5,741            6,058
                       Property and equipment, due to differences in depreciation                    811              742
                                                                                           --------------     --------------

                                    Total deferred tax liabilities                                20,670           20,852
                                                                                           --------------     --------------
                                                                                           --------------

                                    Deferred tax liabilities, net                       $       (10,038)  $       (5,110)
                                                                                           ==============     ==============
                                                                                           ==============     ==============
</TABLE>


          In assessing  the  realizability  of deferred  tax assets,  management
          considers  whether it is more likely than not that some portion or all
          of the deferred tax asset will be realized.  The ultimate  realization
          of the deferred tax asset is dependent  upon the  generation of future
          taxable  income  during  the  periods in which  temporary  differences
          become  deductible.   Management   considers  scheduled  reversals  of
          deferred tax  liabilities,  projected  future taxable income,  and tax
          planning  strategies  that can be implemented by the Company in making
          this  assessment.  Based upon the level of historical  taxable income,
          scheduled  reversal of deferred tax  liabilities,  and  projections of
          future  taxable  income  over  the  periods  in  which  the  temporary
          differences   become   deductible  based  on  available  tax  planning
          strategies,  management presently believes that it is more likely than
          not that the company will realize the portion of the benefits of these
          deductible  differences  related to Federal income taxes.  The Company
          has established a valuation allowance as of December 31, 2002 and 2001
          of $295,000  and  $295,000,  respectively  against  certain  state net
          operating  loss  carryforwards.  At December 31, 2002, the Company had
          federal and state net operating loss  carryforwards  of  approximately
          $116,000 and $5.8 million,  respectively.  Carryforwards  have various
          expiration dates beginning in 2004.

                                       F-26
<PAGE>

(12)     Employee Benefit Plans

          Employees of the Company may participate in 401(k) retirement  savings
          plans, whereby employees may elect to make contributions pursuant to a
          salary  reduction  agreement  upon meeting  eligibility  requirements.
          Participants  may  contribute  up to 22 percent (20  percent  prior to
          January  1,  2001) of  salary  in any  calendar  year to these  plans,
          provided that amounts in total do not exceed certain statutory limits.
          The  Company  matches  up to 50  percent  of the first 6 percent  of a
          participant's  contributions,  subject  to  certain  limitations.  The
          Company  made  contributions  to  these  plans of  approximately  $7.1
          million,  $5.6 million and $5.3  million for the years ended  December
          31, 2002, 2001, and 2000 respectively.

          The A&T Savings and Investment Plan was a  discretionary  contribution
          plan as defined in the  Internal  Revenue  Code,  Section 401 (a)(27).
          Effective December 31, 2000, the plan's assets were transferred to the
          Anteon  Virginia  401(k) plan. The plan covered  substantially  all of
          A&T's  full-time  employees.  A&T's  contributions  were  made  at the
          discretion of the Board of Directors for any plan year. A&T's matching
          contribution  to this plan for the year ended  December  31,  2000 was
          approximately $2.3 million.

(13)     Stock Option and Other Compensation Plans

(a)      Stock Option Plan

          In  January  1997,  the  Company's  Board of  Directors  approved  the
          adoption of the Anteon Virginia  Corporation  Omnibus Stock Plan ("the
          Stock Option Plan"). At the discretion of the Board of Directors,  the
          stock  option  plan  permits  the  granting  of stock  options,  stock
          appreciation rights,  restricted or unrestricted stock awards,  and/or
          phantom stock to employees or directors of the Company. As of December
          31, 2002, an aggregate of 801,040 shares of the Company's common stock
          were reserved for issuance under the stock option plan.

          The exercise price of stock options granted is the market value of the
          common  stock at the  grant  date.  Prior to the  Company's  IPO,  the
          exercise  price  of  stock  options  granted  was  determined  by  the
          Company's  Board  of  Directors  but was not to be less  than the fair
          value of the underlying shares of common stock at the grant date.

          For stock options  granted to employees,  20% of the shares subject to
          the  options  vest on the first  anniversary  of the grant date and an
          additional 20% vest on each succeeding  anniversary of the grant date.
          For options  granted  from the date of the  adoption of the  Company's
          stock option plan until September 21, 2000, employees have a period of
          three years from the vesting  date to exercise  the option to purchase
          shares of the Company's  common stock. In 1997, the Company's Board of
          Directors approved that 20 percent of the options issued on the August
          1, 1997 grant date vested  immediately.  On September  21,  2000,  the
          Company's  Board of  Directors  approved  that,  with respect to stock
          options granted from that date forward, each grantee has a period of 8
          years from the date of grant in which to exercise  options which vest.
          On March 11, 2002,  the Company's  Board of Directors  approved  that,
          with respect to stock  options  granted from that date  forward,  each
          grantee  has a period  of 10 years  from the date of grant in which to
          exercise options which vest.

                                       F-27
<PAGE>

          For stock options granted to two directors of the Company on August 1,
          1997, 33 1/3% of the shares subject to the options vested on the first
          anniversary of the grant date, and an additional 33 1/3% vested on the
          two  succeeding  anniversaries  of the grant date.  As of December 31,
          2002 these directors' options were fully vested and exercised.


          The following tables summarize information regarding options under the
          Company's stock option plan:

<TABLE>
<CAPTION>
                                                                                            Weighted
                                                                                             average         Outstanding
                                                          Number        Option price        exercise             and
                                                         of shares        per share           price          exercisable
                                                        ------------   ----------------  ----------------  ----------------
<S>                                                       <C>          <C>        <C>     <C>                      <C>
                  Outstanding at December 31, 1999        3,627,680    $     0.84-5.25    $        3.65            853,728
                     Granted                                965,000          6.25-6.49             6.31
                     Exercised                             (42,880)          4.86-6.41             6.21
                     Cancelled or expired                 (263,800)          0.84-6.25             5.00
                                                        ------------   ----------------  ----------------

                  Outstanding at December 31, 2000        4,286,000    $     0.84-6.49    $        4.27          1,489,516
                       Granted                               64,000               8.10             8.10
                       Exercised                           (82,680)          0.84-6.41             1.84
                       Cancelled or expired               (250,480)          0.84-8.10             5.64
                                                        ------------   ----------------  ----------------
                                                        ------------   ----------------  ----------------

                  Outstanding at December 31, 2001        4,016,840    $     0.84-8.10    $        4.21          2,178,960
                     Granted                              1,417,000        18.00-27.25             19.04
                     Exercised                          (1,135,632)          0.84-8.10              3.49
                     Cancelled or expired                 (175,000)         2.30-18.00              6.24
                                                        ------------   ----------------  ----------------

                  Outstanding as of December 31, 2002     4,123,208     $   0.84-27.25    $        8.98          1,647,368
                                                        ============   ================  ================
</TABLE>

          Option and weighted  average  price  information  by price group is as
          follows:

<TABLE>
<CAPTION>
                                                           Shares outstanding                      Exercisable shares
                                              ----------------------------------------------  ------------------------------
                                                Number         Weighted         Weighted                        Weighted
                                                               average          average                         average
                                                               exercise        remaining         Number         exercise
                                               of shares        price             life         of shares         price
                                              ------------  ---------------  ---------------  -------------  ---------------

                 December 31, 2002:
<S>                   <C>                         <C>            <C>                    <C>        <C>            <C>
                      $0.84                       596,848        $    0.84              1.8        596,848        $    0.84
                      $2.30 to $3.36               32,000        $    2.43              2.8         30,400        $    2.38
                      $4.02 to $4.66              590,320        $    4.61              3.7        388,400        $    4.61
                      $4.86 to $5.25              737,440        $    5.20              4.6        377,520        $    5.21
                      $6.25 to $6.49              722,800        $    6.30              4.5        250,000        $    6.30
                      $8.10                        33,800        $    8.10              6.3          4,200        $    8.10
                      $18.00 to $27.25          1,410,000        $   17.77              6.8             --
                                              ------------                                    -------------
                                              ------------                                    -------------
                                                4,123,208                                        1,647,368
                                              ============                                    =============
</TABLE>

(b)      Directors' Deferred Compensation Plan

          Under  a plan  established  during  2000,  certain  of  the  Company's
          directors are compensated on a deferred basis. In lieu of their annual
          director  fees,  each  director  under  the  plan  has the  choice  of
          receiving deferred compensation,  payable in either: (1) cash upon the
          completion  of their  service as a director,  equal to the annual fees
          due  them  plus  interest  accruing  at an  annual  rate  equal to the
          Company's  one-year  borrowing cost in effect at the beginning of each
          quarter and the end of each quarter,  (2) a stock  appreciation  right
          based on the number of shares that could be acquired in  consideration
          of the annual fees,  or (3) a  combination  of each of the above.  The
          Company  recognized  approximately  $144,000  during  the  year  ended
          December 31, 2001 as compensation  expense. The amount of compensation
          expense for the year ended December 31, 2000 was not significant.  The
          plan was terminated by the board effective as of December 31, 2001.

(c)      Pro Forma Disclosures

          The  Company  applies  APB  No.  25  and  related  interpretations  in
          accounting  for the Company  stock option  plan.  Adoption of the fair
          market value  provisions  prescribed  in SFAS No. 123 is optional with
          respect to stock-based  compensation to employees;  however, pro forma
          disclosures  are  required  as if the  Company  adopted the fair value
          recognition requirements under SFAS No. 123.

                                       F-28
<PAGE>

          Had  compensation  cost for the grants under the Company  stock option
          plan been determined  consistent with the fair market value provisions
          prescribed  in SFAS No. 123, the Company's pro forma net income (loss)
          for the years ended December 31, 2002, 2001 and 2000 would approximate
          $23.9 million, $(824,000) and $(6.4 million),  respectively,  using an
          expected option life of 5, 7 and 7 years, respectively, dividend yield
          rate of 0% and volatility rates of 47.8%,  70% and 20%,  respectively,
          and risk-free  interest rates of 2.78%, 4.84% and 5.16% for 2002, 2001
          and 2000,  respectively  (see note 2 l). The effects of applying  SFAS
          No.  123 in this pro forma  disclosure  are not  indicative  of future
          amounts.

(14)     Comprehensive Income (Loss)

          Comprehensive   income  (loss),   the  accumulated   foreign  currency
          translation adjustment and changes in the fair values of interest rate
          swaps. The Company presents comprehensive income (loss) as a component
          of the accompanying  consolidated  statements of stockholders'  equity
          (deficit).  The amount of  accumulated  foreign  currency  translation
          adjustment was approximately  $(44,000),  $(43,000) and $37,000, as of
          December  31,  2002,  2001  and  2000,  respectively.  The  amount  of
          accumulated other comprehensive  income related to interest rate swaps
          was $763,000  ($465,000 net of tax) and $2.8 million ($1.7 million net
          of tax) as of December 31, 2002 and December 31, 2001, respectively.

(15)     Earnings (Loss) Per Common Share

          The  computations  of basic and diluted income (loss) per common share
          are as follows:

<TABLE>
<CAPTION>

                                                                               For the period ended
                                                                                 December 31, 2002

                                                        Income                  Weighted average shares         Per Share
                                                     (Numerator)                   (Denominator)                  Amount

                                                                       (in thousands, except share and per share data)

    Basic earnings per share:
<S>                                               <C>                                <C>                <C>
    Income before extraordinary item              $                 29,025           32,163,150         $                   0.90
    Extraordinary loss, net of tax                                 (2,581)           32,163,150                            (0.08)
                                                  --------------------------                            ==========================
    Net income                                    $                 26,444           32,163,150         $                   0.82
                                                  ==========================                            ==========================
    Stock options                                                                     1,858,447
    Diluted earnings per share:
    Income before extraordinary item              $                 29,025           34,021,597         $                   0.85
    Extraordinary loss, net of tax                                 (2,581)           34,021,597                            (0.07)
                                                  --------------------------                            ==========================
    Net income                                    $                 26,444           34,021,597         $                   0.78
                                                  ==========================                            ==========================


</TABLE>


                                                                 F-29
<PAGE>


<TABLE>
<CAPTION>


                                                                               For the period ended
                                                                                 December 31, 2001

                                                        Income                  Weighted average shares         Per Share
                                                      (Numerator)                    (Denominator)                Amount

                                                                       (in thousands, except share and per share data)

    Basic earnings per share:
<S>                                               <C>                                <C>                <C>
    Loss before extraordinary item                $                 (412)            23,786,565         $                  (0.02)
    Extraordinary gain, net of tax                                    330            23,786,565                             0.01
                                                  ==========================                            =========================
    Net loss                                      $                  (82)            23,786,565         $                  (0.01)
                                                  ==========================                            =========================
    Stock options                                                                            --
    Diluted earnings per share:
    Loss before extraordinary item                $                 (412)            23,786,565         $                  (0.02)
    Extraordinary gain, net of tax                                    330            23,786,565                             0.01
                                                  ==========================                            =========================
    Net loss                                      $                  (82)            23,786,565         $                  (0.01)
                                                  ==========================                            =========================
</TABLE>
<TABLE>
<CAPTION>


                                                                               For the period ended
                                                                                 December 31, 2000

                                                         Income                     Weighted average shares       Per Share
                                                       (Numerator)                        (Denominator)            Amount

                                                                  (in thousands, except share and per share data)

    Basic earnings per share:
<S>                                               <C>                                      <C>          <C>
    Loss before extraordinary item                $               (5,290)                  23,786,565   $                 (0.22)
    Extraordinary loss, net of tax                                     --                  23,786,565                         --
                                                  ==========================                            ==========================
    Net loss                                      $               (5,290)                  23,786,565   $                 (0.22)
                                                  ==========================                            ==========================
    Stock options                                                                                  --
    Diluted earnings per share:
    Loss before extraordinary item                $               (5,290)                  23,786,565   $                 (0.22)
    Extraordinary loss                                                 --                  23,786,565                         --
                                                  ==========================                            ==========================
    Net loss, net of tax                          $               (5,290)                  23,786,565   $                 (0.22)
                                                  ==========================                            ==========================
</TABLE>

(16)     Commitments and Contingencies

(a)      Leases

          The Company leases  facilities and certain  equipment  under operating
          lease  agreements  expiring  at  various  dates  through  2010.  As of
          December 31, 2002,  the aggregate  minimum  annual rental  commitments
          under noncancelable operating leases are as follows (in thousands):

               Year ending December 31,

                     2003                                     $       26,209
                     2004                                             23,915
                     2005                                             20,839
                     2006                                             19,025
                     2007                                             15,688
                     Thereafter                                       60,474
                                                                 -------------

                              Total minimum lease payments    $      166,150
                                                                 =============

                                       F-30
<PAGE>

          Rent expense under all operating  leases for the years ended  December
          31, 2002, 2001 and 2000 was approximately $24.2 million, $23.1 million
          and $17.7 million, respectively.

(b)      Management Fees

          Effective June 1, 1999, the Company  entered into an arrangement  with
          Caxton-Iseman  Capital, Inc., an affiliate and advisor to the Company,
          whereby the amount the Company was required to pay for management fees
          to Caxton-Iseman Capital, Inc. increased to $1.0 million per year.

          During the years ended December 31, 2002,  2001, and 2000, the Company
          incurred  $0,  $1.0  million  and  $1.0  million,   respectively,   of
          management fees with Caxton-Iseman Capital, Inc.

          Effective  December 31, 2001, the Company entered into a new agreement
          with  Caxton-Iseman  Capital,  Inc. that terminated the management fee
          agreement.  Under the terms of this new  agreement,  the  Company  was
          obligated to pay Caxton-Iseman Capital, Inc. a one-time,  $3.6 million
          fee,  which was  recognized as general and  administrative  expense in
          2001 and is  reflected  as due to  related  party in the  accompanying
          consolidated  balance  sheet as of  December  31,  2001.  As a result,
          Caxton-Iseman no longer provides  management  advisory services to the
          Company.  Any  further  services  requested  by the  Company  that are
          provided by Caxton-Iseman,  if any, will be paid for by the Company at
          rates negotiated at that time.

(c)      Legal Proceedings

          The Company is involved in various legal  proceedings  in the ordinary
          course of business.  Management  of the Company and its legal  counsel
          cannot currently predict the ultimate outcome of these matters, but do
          not  believe  that they will have a material  impact on the  Company's
          financial position or results of operations.

          On  March 8,  2002,  the  Company  received  a letter  from one of its
          principal  competitors,  which  is the  parent  company  of one of its
          subcontractors,   claiming  that  the  Company  had   repudiated   its
          obligation under a subcontract with the subcontractor. The letter also
          alleged that the Company was soliciting employees of the subcontractor
          in  violation  of the  subcontract  and stated that the  subcontractor
          would  seek   arbitration,   injunctive  relief  and  other  available
          remedies.  The  subcontractor  filed a demand for arbitration to which
          the Company filed an answer and counter demand.

          The arbitration  hearing  concluded on September 16, 2002. On December
          18, 2002,  the arbitrator  issued a decision  requiring the Company to
          continue  to  issue  task  orders  to  the  subcontractor   under  the
          subcontract for so long as its customer continues to issue task orders
          to the Company  for these  services  and  enjoining  the Company  from
          interviewing,  offering employment to, hiring or otherwise  soliciting
          employees of the  subcontractor  who work on this particular  project.
          The arbitrator's  decision also denied the  subcontractor's  claim for
          monetary  damages and our  counter-demand.  The  Company  subsequently
          filed an action to vacate or modify that  portion of the  arbitrator's
          decision  enjoining  it from hiring  certain  subcontractor  employees
          under any  circumstances,  since the  prohibition  conflicts  with the
          parties'  contractual  obligations as provided in the non-solicitation
          clause of the parties' subcontract, and imposes additional obligations
          solely on the  Company  and to which the  parties  never  agreed.  The
          subcontractor has filed an action to confirm the arbitration award. On
          February  21,  2003,  the court heard oral  argument  on the  parties'
          respective motions and a decision is pending.

          The Company entered into a settlement agreement on April 24, 2001 with
          Cambridge Technology Partners,  Inc.  ("Cambridge") to resolve a legal
          action  brought by  Cambridge  against the Company for work  performed
          solely by Cambridge for the United States  Customs  Service  ("Customs
          Service").  In 1998,  the Customs  Service  requested that the Company
          enter into a contract  for the sole  purpose of  allowing  the Customs
          Service to direct all work to Cambridge to develop software as part of
          a  Customs  Service  information  system  modernization  program.  The
          Company awarded Cambridge a subcontract to perform all of the software
          development  effort  required by the  contract  without any work being
          performed by the Company.  In 1999, the Customs  Service  rejected the
          Cambridge developed software.  As a result, the Company terminated the
          Cambridge  subcontract.  In 2000,  Cambridge  filed a lawsuit  seeking
          payment of the subcontract  amount,  approximately $3.0 million,  plus
          pre-judgment  interest.  Settlement  discussions  with  Cambridge just
          prior to the trial  date in April  2001  resulted  in Anteon  Virginia
          deciding  to settle  the  matter.  Under  the terms of the  settlement
          agreement,  the Company agreed to pay Cambridge $600,000. In exchange,
          Cambridge  agreed to  dismiss  all claims  against  the  Company.  The
          Company also agreed to dismiss its  counter-claims  against Cambridge.
          The settlement was  recognized in general and  administrative  expense
          during the quarter ended March 31, 2001.

                                       F-31
<PAGE>

(17)     Domestic Subsidiaries Summarized Financial Information

          Under the terms of the 12% Notes and the  Company's  Credit  Facility,
          the Company's 100 percent-owned  domestic subsidiaries (the "Guarantor
          Subsidiaries")  are  guarantors  of the 12%  Notes  and the  Company's
          Credit Facility. Such guarantees are full, unconditional and joint and
          several.  Separate financial statements of the Guarantor  Subsidiaries
          are not presented because the Company's management has determined that
          they would not be material to investors.  The  following  supplemental
          financial  information  sets  forth,  on a combined  basis,  condensed
          balance sheets,  statements of operations and statements of cash flows
          information   for   the   Guarantor   Subsidiaries,    the   Company's
          Non-Guarantor Subsidiaries and for the Company.
<TABLE>
<CAPTION>

                                                                    As of December 31, 2002
                                          ----------------------------------------------------------------------------
                                          ----------------------------------------------------------------------------

                                                                                                      Consolidated
                                              Anteon                         Non-                        Anteon
              Condensed Consolidated      International    Guarantor      Guarantor    Elimination    International
                  Balance Sheets           Corporation    Subsidiaries   Subsidiaries    Entries       Corporation
       ---------------------------------------------------------------------------------------------------------------
                                                                        (in thousands)

<S>                                         <C>          <C>            <C>            <C>            <C>
       Cash and cash equivalents            $      (17)  $      3,659   $         624  $        --    $      4,266
       Accounts receivable, net                     --        188,466             593           --         189,059
       Prepaid expenses and other                1,288         13,365             418           --          15,071
         current assets
       Property and equipment, net               2,364          7,505             123           --           9,992
       Due from Parent                         (22,607)        22,746           (139)           --              --
       Investment in and advances to            23,898                                                          --
         subsidiaries                                         (2,630)              --     (21,268)
       Goodwill, net                            94,946         43,673              --           --         138,619
       Intangible and other assets, net         65,863          1,621             201     (60,000)           7,685
                                          ----------------------------------------------------------------------------
                                          ----------------------------------------------------------------------------

         Total assets                          165,735        278,405           1,820     (81,268)         364,692
                                          ============================================================================
                                          ============================================================================

       Indebtedness                             98,701         67,000              --     (60,000)         105,701
       Accounts payable                            526         46,804             300           --          47,630
       Accrued expenses and other                2,582         73,470             623           --          76,675
         liabilities
       Deferred revenue                                         5,512             189           --           5,701
                                          --
                                          ----------------------------------------------------------------------------

         Total liabilities                     101,809        192,786           1,112     (60,000)         235,707
       Minority interest in subsidiaries            --             --             156           --             156
       Total stockholders' equity               63,926         85,619             552     (21,268)         128,829
         (deficit)
                                          ----------------------------------------------------------------------------
                                          ----------------------------------------------------------------------------

       Total liabilities and
         stockholders' equity (deficit)     $  165,735   $    278,405   $       1,820  $  (81,268)    $    364,692
                                          ============================================================================

</TABLE>



                                                                 F-32
<PAGE>


<TABLE>
<CAPTION>


                                                             For the Year Ended December 31, 2002
                                          --------------------------------------------------------------------------------
                                                                                                           Consolidated
                                              Anteon                            Non-                         Anteon
             Condensed Consolidated       International    Guarantor         Guarantor     Elimination     International
            Statements of Operations       Corporation    Subsidiaries      Subsidiaries     Entries        Corporation
       -------------------------------------------------------------------------------------------------------------------
       -------------------------------------------------------------------------------------------------------------------
                                                                        (in thousands)

<S>                                       <C>            <C>            <C>            <C>            <C>
       Revenues                             $       --    $    826,640      $    5,252      $   (6,066)    $    825,826
       Costs of revenues                             2         712,725           4,667          (6,066)         711,328
                                            ------------  -------------   ------------    -------------    -------------
                                            ------------  -------------   ------------    -------------    -------------

         Gross profit                               (2)        113,915             585              --          114,498
       Total operating expenses                  1,699          63,136             368         (15,099)          50,104
                                            ------------  -------------   ------------    -------------    -------------
                                            ------------  -------------   ------------    -------------    -------------

         Operating income                       (1,701)         50,779             217          15,099           64,394
       Other income                              7,181           8,335              --         (15,099)             417
       Interest expense (income), net            9,559           7,850            (15)              --           17,394
       Minority interest in (earnings)
         losses of subsidiaries                     --              --            (18)              --              (18)
                                            ------------  -------------   ------------    -------------    -------------
                                            ------------  -------------   ------------    -------------    -------------

         Income (loss) before provision
           for income taxes and
           extraordinary loss                   (4,079)         51,264             214               --          47,399
       Provision (benefit) for income           (1,581)         19,835             120               --          18,374
         taxes
                                            ------------  -------------   ------------    -------------    -------------
                                            ------------  -------------   ------------    -------------    -------------
       Income (loss) before                     (2,498)         31,429              94                           29,025
         extraordinary loss
       Extraordinary loss, net of tax           (2,581)             --              --               --          (2,581)
                                            ------------  -------------   ------------    -------------    -------------
                                            ------------  -------------   ------------    -------------    -------------

       Net income (loss)                    $   (5,079)    $    31,429      $       94      $        --    $     26,444
                                            ============  =============   ============    =============    =============

</TABLE>



                                                                 F-33
<PAGE>

<TABLE>
<CAPTION>



                                                                        For the Year Ended December 31, 2002
                                                           --------------------------------------------------------------
                                                                                                           Consolidated
                                                               Anteon                          Non-           Anteon
                     Condensed Consolidated                International     Guarantor       Guarantor     International
                    Statements of Cash Flows                Corporation    Subsidiaries    Subsidiaries     Corporation
       ------------------------------------------------------------------------------------------------------------------

                                                                                   (in thousands)

<S>                                                           <C>         <C>             <C>             <C>
       Net income (loss)                                     $  (5,079)     $   31,429       $      94     $    26,444
       Adjustments to reconcile net income (loss) to net
          cash provided by (used in) operating activities:
          Loss on disposals of property and equipment               --              24               1              25
          Extraordinary loss before tax                          4,232              --              --           4,232
          Interest rate swap termination                        (1,903)             --              --          (1,903)
          Depreciation and amortization of property and
           equipment                                               632           3,613              49           4,294
          Other intangibles amortization                         1,687             220              --           1,907
          Amortization of deferred financing costs               1,210              --              --           1,210
          Deferred income taxes                                  2,537           1,553              --           4,090
          Minority interest in earnings (losses) of
           subsidiaries                                             --              --              18              18
          Changes in assets and liabilities, net of
           acquired assets and liabilities                      (2,256)        (37,041)            258         (39,039)
                                                           --------------- ---------------- -----------    -------------
          Net cash provided by (used in) operating
           activities                                            1,060            (202)            420           1,278

       Cash flows from investing activities:
          Purchases of property and equipment and other
           assets                                               (1,169)         (2,009)            (47)         (3,225)
          Proceeds from sale of building                            --           1,802              --           1,802
                                                           --------------- ---------------- -----------    -------------
                                                           --------------- ---------------- -----------    -------------
          Net cash used in investing activities                 (1,169)           (207)            (47)         (1,423)

       Cash flows from financing activities:
          Principal  payments  on  bank  and  other  notes
          payable                                                   --             (47)             --             (47)
          Deferred financing costs                                 (642)          (650)             --          (1,292)
          Payment on subordinated notes payable                     --            (567)             --            (567)
          Principal payments on term loan                     (25,853)              --              --         (25,853)
          Proceeds from revolving facility                          --         862,600              --         862,600
          Principal payments on revolving facility             (18,700)       (855,600)             --        (874,300)
          Redemption of senior subordinated notes payable      (25,000)             --              --         (25,000)
          Prepayment premium on senior subordinated notes
          payable                                               (3,000)             --              --          (3,000)
          Proceeds from issuance of common stock, net of
            expenses                                            81,808              --              --          81,808
          Principal payments on subordinated notes
          payable to stockholders                               (7,499)             --              --          (7,499)
          Payment of subordinated notes payable-related
          party                                                 (4,369)             --              --          (4,369)
                                                           ---------------- --------------- -----------    -------------
                                                           ---------------- --------------- -----------    -------------
          Net cash provided by (used in) financing
          activities                                            (3,255)          5,736              --           2,481
                                                           ---------------- --------------- -----------    -------------
                                                           ---------------- --------------- -----------    -------------

       Net increase (decrease) in cash and cash
         equivalents                                            (3,364)          5,327             373           2,336
       Cash and cash equivalents, beginning of year              3,347          (1,668)            251           1,930
                                                           ---------------- --------------- -----------    -------------
       Cash and cash equivalents, end of year              $       (17)     $    3,659       $     624     $     4,266
                                                           ================ =============== ===========    =============
</TABLE>




                                                                 F-34
<PAGE>


<TABLE>
<CAPTION>



                                                                    As of December 31, 2001
                                          ----------------------------------------------------------------------------
                                          ----------------------------------------------------------------------------

                                                                                                           Consolidated
                                              Anteon                         Non-                             Anteon
             Condensed Consolidated       International    Guarantor      Guarantor         Elimination    International
                 Balance Sheets            Corporation    Subsidiaries   Subsidiaries         Entries       Corporation
       ---------------------------------------------------------------------------------------------------------------
                                                                        (in thousands)

<S>                                       <C>            <C>              <C>          <C>          <C>
       Cash and cash equivalents          $     3,348     $     (1,669)     $      251     $        --    $     1,930
       Accounts receivable, net                    --          129,709           1,636              --        131,345
       Prepaid expenses and other               4,045            6,603             495              --         11,143
         current assets
       Property and equipment, net              1,828           10,791             125              --         12,744
       Due from Parent                       (24,841)           25,430            (589)             --             --
       Investment in and advances to
         subsidiaries                         116,220               26              --        (116,246)            --
       Goodwill, net                           92,949           43,673              --              --        136,622
       Intangible and other assets, net        11,106            1,579             182              --         12,867
                                          ------------    --------------   -----------   -------------    -----------

         Total assets                         204,655          216,142           2,100        (116,246)       306,651
                                          ============    ==============   ===========   =============    ===========

       Indebtedness                           202,390              515              --              --        202,905
       Accounts payable                            --           24,448             580              --         25,028
       Due to related party                        --            3,600              --              --          3,600
       Accrued expenses and other                                                                   --
         current liabilities                    6,479           52,633             327                         59,439
       Deferred revenue                            --            8,529             214              --          8,743
       Other long-term liabilities                 --            9,570             381              --          9,951
                                          ------------    --------------   -----------   -------------    -----------
                                          ------------    --------------   -----------   -------------    -----------

         Total liabilities                    208,869           99,295           1,502              --        309,666
       Minority interest in subsidiaries          289               --             138              --            427
       Total stockholders' equity             (4,503)          116,847             460        (116,246)        (3,442)
         (deficit)
                                          ------------    --------------   -----------   -------------    -----------
                                          ------------    --------------   -----------   -------------    -----------

         Total liabilities and
           stockholders' equity
           (deficit)                      $   204,655     $   216,142       $    2,100    $   (116,246)   $   306,651
                                          ============    ==============   ===========   =============    ===========

</TABLE>


<TABLE>
<CAPTION>


                                                            For the Year Ended December 31, 2001
                                          ----------------------------------------------------------------------------
                                          ----------------------------------------------------------------------------

                                                                                                      Consolidated
                                              Anteon                         Non-                        Anteon
             Condensed Consolidated       International    Guarantor      Guarantor    Elimination    International
            Statements of Operations       Corporation    Subsidiaries   Subsidiaries    Entries       Corporation
       ---------------------------------------------------------------------------------------------------------------
       ---------------------------------------------------------------------------------------------------------------
                                                                        (in thousands)

<S>                                       <C>            <C>            <C>            <C>          <C>
       Revenues                           $        --   $      716,616    $    8,662   $   (10,255)   $    715,023
       Costs of revenues                           --          629,729         7,868       (10,255)        627,342
                                          ------------  --------------  ------------  -------------  --------------
                                          ------------  --------------  ------------  -------------  --------------

         Gross profit                              --           86,887           794             --         87,681
       Total operating expenses                 4,123           56,262           431             --         60,816
                                          ------------  --------------  ------------  -------------  --------------
                                          ------------  --------------  ------------  -------------  --------------

         Operating income                      (4,123)          30,625           363             --         26,865
       Other income                                --            4,046            --             --          4,046
       Interest expense (income), net          17,382            9,507           (17)            --         26,872
       Minority interest in (earnings)
         losses of subsidiaries                   (14)              32           (56)            --            (38)
                                          ------------  --------------  ------------  -------------  --------------
                                          ------------  --------------  ------------  -------------  --------------

         Income (loss) before provision
           for income taxes and               (21,519)          25,196           324             --          4,001
           extraordinary gain
       Provision (benefit) for income          (8,259)          12,555           117             --          4,413
         taxes
                                          ------------  --------------  ------------  -------------  --------------
                                          ------------  --------------  ------------  -------------  --------------
       Income (loss) before                   (13,260)          12,641           207             --           (412)
         extraordinary gain
       Extraordinary gain, net of tax             330               --            --             --            330
                                          ------------  --------------  ------------  -------------  --------------
                                          ------------  --------------  ------------  -------------  --------------

       Net income (loss)                  $   (12,930)   $      12,641    $      207   $         --   $        (82)
                                          ============  ==============  ============  =============  ==============

</TABLE>


                                                                 F-35
<PAGE>


<TABLE>
<CAPTION>


                                                                 For the Year Ended December 31, 2001
                                              ----------------------------------------------------------------------------
                                              ----------------------------------------------------------------------------

                                                                                                           Consolidated
                                                  Anteon                         Non-                         Anteon
                 Condensed Consolidated        International    Guarantor     Guarantor     Elimination   International
                Statements of Cash Flows        Corporation   Subsidiaries   Subsidiaries     Entries      Corporation
           ---------------------------------------------------------------------------------------------------------------

                                                                            (in thousands)

<S>                                              <C>          <C>           <C>            <C>           <C>
           Net income (loss)                     $   (12,930)   $  12,641     $     207      $       --     $        (82)
           Adjustments to reconcile net
              income (loss) to net cash
              provided by (used in)
              operating activities:
              Extraordinary gain                        (519)          --            --              --             (519)
              Gain on sales and closures of               --       (4,046)           --              --           (4,046)
              business
              Depreciation and amortization
               of property and equipment                 885        6,182            43              --            7,110
              Goodwill amortization                    5,334        1,370            --              --            6,704
              Other intangibles amortization           2,223           98            --              --            2,321
              Amortization of noncompete
               agreements                                 --          349            --              --              349
              Amortization of deferred
               financing costs                         1,216           --            --              --            1,216
              Loss  on disposals of property
               and equipment                              --          791            --              --              791
              Deferred income taxes                     (476)       3,988            --              --            3,512
              Minority interest in earnings
               (losses) of subsidiaries                   14          (32)           56              --               38
              Changes in assets and
               liabilities, net of acquired           43,401      (20,973)         (278)         (1,665)          20,485
               assets and liabilities
                                                ------------ -------------  -----------    ------------    -------------
              Net cash provided by (used in)
               operating activities                   39,148          368           28           (1,665)          37,879
                                                ------------- ------------  -----------    ------------    -------------
                                                ------------- ------------  -----------    ------------    -------------

           Cash flows from investing activities:
              Purchases of property and
               equipment and other assets               (314)      (1,774)          (93)             --           (2,181)
              Acquisition of Sherikon, net
               of cash acquired                          (21)          --            --              --              (21)
              Acquisition of SIGCOM, net of
               cash acquired                              --      (10,975)           --              --          (10,975)
              Proceeds from sales of business             --       11,464            --              --           11,464
              Other, net                                  --            6            --              --                6
              Intercompany transfers                    (338)         121           217              --               --
                                              --------------- ------------  -----------    ------------    -------------
              Net cash provided by (used in)
               investing activities                     (673)      (1,158)          124              --           (1,707)
                                              --------------- ------------  -----------    ------------    -------------

           Cash flows from financing activities:
              Principal payments on bank and
               other notes payable                        --         (185)           --              --             (185)
              Payments on business purchase
               consideration payable and
               subordinated notes payable             (5,000)      (1,185)           --              --           (6,185)
              Payments on note payable to             (3,212)          --            --              --           (3,212)
               Ogden
              Principal payments on term loan        (12,946)          --            --              --          (12,946)
              Proceeds from revolving                771,200           --            --              --          771,200
               facility
              Principal payments on                 (784,500)          --            --              --         (784,500)
               revolving facility
              Distribution to parent for              (1,665)          --            --           1,665               --
               debt service
              Proceeds from minority                     152           --            --              --              152
               interest, net
                                              --------------- ------------  -----------    ------------    -------------
                                              --------------- ------------  -----------    ------------    -------------
              Net cash provided by (used in)
               financing activities                  (35,971)      (1,370)           --           1,665          (35,676)
                                              --------------- ------------  -----------    ------------    -------------
                                              --------------- ------------  -----------    ------------    -------------
           Net increase (decrease) in cash
             and cash equivalents                      2,504       (2,160)          152              --              496
                                              --------------- ------------  -----------    ------------    -------------
           Cash and cash equivalents,
             beginning of year                           844          491            99              --            1,434
                                              --------------- ------------  -----------    ------------    -------------
           Cash and cash equivalents, end of
             year                                $     3,348    $  (1,669)    $     251      $       --     $      1,930
                                              =============== ============  ===========    ============    =============
</TABLE>



                                                                 F-36
<PAGE>

<TABLE>
<CAPTION>



                                                                 For the Year Ended December 31, 2000
                                              ----------------------------------------------------------------------------
                                              ----------------------------------------------------------------------------

                                                                                                           Consolidated
                                                  Anteon                         Non-                         Anteon
                 Condensed Consolidated        International    Guarantor     Guarantor     Elimination   International
                Statements of Operations        Corporation   Subsidiaries   Subsidiaries     Entries      Corporation
           ---------------------------------------------------------------------------------------------------------------
           ---------------------------------------------------------------------------------------------------------------
                                                                            (in thousands)

<S>                                               <C>           <C>           <C>            <C>            <C>
           Revenues                               $  200,300    $ 343,191     $   2,519      $   (3,203)    $    542,807
           Costs of revenues                         178,847      296,879         2,401          (3,203)         474,924
                                                 -----------   ----------    ----------    --------------  -------------
                                                 -----------   ----------    ----------    --------------  -------------

             Gross profit                             21,453       46,312           118              --           67,883

           Total operating expenses                   18,700       28,115            30              --           46,845
                                                 -----------   ----------    ----------    --------------  -------------
                                                 -----------   ----------    ----------    --------------  -------------

             Operating income                          2,753       18,197            88              --           21,038

           Interest and other expense                 26,452           59             2              --           26,513
             (income), net
           Minority interests in (earnings)
             losses of subsidiaries                        8           24            --              --               32
                                                 -----------   ----------    ----------    --------------  -------------
                                                 -----------   ----------    ----------    --------------  -------------

           Income (loss) before provision
             for income taxes                        (23,691)      18,162            86              --           (5,443)
           Provision (benefit) for income             (7,431)       7,240            38              --             (153)
             taxes
                                                 -----------   ----------    ----------    --------------  -------------
                                                 -----------   ----------    ----------    --------------  -------------

           Net income (loss)                      $  (16,260)   $  10,922     $      48      $       --     $     (5,290)
                                                 ===========   ==========    ==========    ==============  =============

</TABLE>



                                                                 F-37
<PAGE>


<TABLE>
<CAPTION>


                                                                     For the Year Ended December 31, 2000
                                                     ---------------------------------------------------------------------
                                                     ---------------------------------------------------------------------

                                                                                                               Consolidated
                                                        Anteon                       Non-                         Anteon
                    Condensed Consolidated           International   Guarantor    Guarantor     Elimination    International
                   Statements of Cash Flows           Corporation  Subsidiaries  Subsidiaries     Entries       Corporation
           ---------------------------------------------------------------------------------------------------------------

                                                                                (in thousands)

<S>                                                   <C>           <C>            <C>          <C>           <C>
           Net income (loss)                          $  (16,260)   $     10,922   $      489   $      --     $    (5,290)
           Adjustments to reconcile net income
              (loss) to net cash  provided  by
              (used in)  operating  activities:
              Depreciation and amortization of
                property and equipment                     1,707           5,303           14          --           7,024
              Goodwill amortization                        4,714              --           --          --           4,714
              Amortization of noncompete agreements          866              --           --          --             866
              Other intangibles amortization               2,673              --           --          --           2,673
              Amortization of deferred financing           1,208              --           --          --           1,208
              costs
              Gain on disposals of property and               --            (187)          --          --            (187)
              equipment
              Deferred income taxes                         (674)             --          (73)         --            (747)
              Minority interest in earnings
                (losses) of subsidiaries                      (8)            (24)          --          --             (32)
              Changes in assets and liabilities,
                net of acquired assets and
                liabilities                               19,131         (10,508)        (466)     (1,285)          6,872
                                                      ------------  ------------- ------------  ----------    -----------
              Net cash provided by (used in)
                operating activities                      13,357           5,506         (477)     (1,285)         17,101
                                                      ------------  ------------- ------------  ----------    -----------
                                                      ------------  ------------- ------------  ----------    -----------

           Cash flows from investing activities:
              Purchases of property and equipment
                and other assets                         (1,331)          (5,256)           3          --          (6,584)
              Acquisition of Sherikon, net of cash      (23,906)              --           --          --         (23,906)
              acquired
              Other, net                                    (128)          1,706           --          --           1,578
                                                      ------------  ------------- ------------ -----------    -----------

              Net cash provided by (used in)
                investing activities                     (25,365)         (3,550)           3          --         (28,912)
                                                      ------------  ------------- ------------ ----------     -----------
                                                      ------------  ------------- ------------ ----------     -----------

           Cash flows from financing activities:
              Principal payments on bank and other
                notes payable                                 --          (1,629)          --          --          (1,629)
              Principal payments of Techmatics
              obligations                               (15,350)              --           --          --         (15,350)
              Deferred financing costs                      (151)             --           --          --            (151)
              Proceeds from revolving facility           533,000              --           --          --         533,000
              Principal payments on revolving           (503,900)             --           --          --        (503,900)
              facility
              Intercompany investment                        335            (335)          --          --              --
              Distribution to parent for debt
              service                                     (1,285)             --           --       1,285              --
              Proceeds from minority interest, net            66              --           --          --              66
                                                      ------------  ------------- ---------------------------------------
                                                      ------------  ------------- ---------------------------------------

              Net cash provided by (used in)
               financing activities                       12,715          (1,964)          --       1,285          12,036
                                                      ------------  ------------- ---------------------------------------
                                                      ------------  ------------- ---------------------------------------

           Net increase (decrease) in cash and cash
             equivalents                                     707              (8)        (474)         --             225
           Cash and cash equivalents, beginning of           137             499          573          --           1,209
             year............................
                                                      ------------  ------------- ---------------------------------------
                                                      ------------  ------------- ---------------------------------------

           Cash and cash equivalents, end of year     $      844    $        491   $       99   $      --     $     1,434
                                                      ============  ============= =======================================


</TABLE>


                                                                 F-38
<PAGE>

<TABLE>
<CAPTION>



(18)     Quarterly Results of Operations (Unaudited)

         The following  summarizes the unaudited quarterly results of operations
         for the years ended  December 31, 2002 and 2001 (in  thousands,  except
         per share data):


          Quarter ended:                         March 31        June 30      September 30      December 31       Total
                                              --------------  ------------  ---------------   ---------------  -----------
          2002
<S>                                         <C>                   <C>              <C>               <C>          <C>
              Revenues                        $     192,629       201,938         214,314         216,945        825,826
              Operating income                       14,517        16,021          16,549          17,307         64,394
              Income (loss) before
               extraordinary gain                     4,319         7,905           8,166           8,635         29,025
              Net income (loss)                       4,134         5,509           8,166           8,635         26,444
              Basic earnings (loss) per
               common share:
                  Income (loss) before
                extraordinary gain                     0.17          0.23            0.24            0.25           0.90
                  Net income (loss)                    0.16          0.16            0.24            0.25           0.82
              Diluted earnings (loss) per
                common share:
                  Income (loss) before
               extraordinary gain                      0.15          0.22            0.22            0.24           0.85
                  Net income (loss)                    0.14          0.15            0.22            0.24           0.78

          2001
              Revenues                        $     162,366       188,786         183,687         180,184        715,023
              Operating income                        6,106         6,929           9,878           3,952         26,865
              Income (loss) before
               extraordinary gain                      (670)          (67)          3,385          (3,060)          (412)
              Net income (loss)                        (670)          263           3,385          (3,060)           (82)
              Basic earnings (loss) per
               common share:
                  Income (loss) before
                extraordinary gain                    (0.03)           --            0.14           (0.13)         (0.02)
                  Net income (loss)                   (0.03)        (0.01)           0.14           (0.13)         (0.01)
              Diluted earnings (loss) per
                common share:
                  Income (loss) before
               extraordinary gain                     (0.03)           --            0.13           (0.13)         (0.02)
                  Net income (loss)                   (0.03)        (0.01)           0.13           (0.13)         (0.01)
</TABLE>

          During the second quarter of 2001,  the Company  acquired the training
          division of SIGCOM, Inc. (note 5(b)), and during the second, third and
          fourth quarters of 2001 sold or closed several other  businesses (note
          3). Also during the fourth quarter of 2001, Anteon Virginia incurred a
          fee of $3.6 million with an affiliate of the Company  (note 16(b)) and
          recognized an approximate $1.0 million charge to write-off goodwill as
          a result of the  closure of STSR.  During the fourth  quarter of 2000,
          the Company acquired Sherikon (note 5(a)).

(19)     Segment Reporting

          Based on the Company's organization through July 20, 2001, the Company
          reported two business segments:  the Company's government  contracting
          business and the Company's commercial, custom training and performance
          solutions group  (collectively,  "IMC",  which was sold by the Company
          during the third  quarter of fiscal  2001).  Although  the  Company is
          organized by strategic  business unit,  the Company  considers each of
          its   government   contracting   units   to  have   similar   economic
          characteristics, provide similar types of services, and have a similar
          customer  base.  Accordingly,  the  Company's  government  contracting
          segment  aggregates  the  operations  of the Company  with Vector Data
          Systems,  Ins.,  Techmatics,   Inc.,  Analysis  &  Technology,   Inc.,
          Sherikon,   Inc.  and  SIGCOM,   prior  acquisitions  that  have  been
          integrated into the Company's  government  contracting  business.  The
          amounts shown below reflect both IMC Commercial, the unit sold on July
          20, 2001 (see note 3(c)), and IMC Government. Immediately prior to the
          sale of IMC Commercial, the Company integrated the IMC Government unit
          into the government contracting business.

                                       F-39
<PAGE>

          The Company's chief operating decision maker utilizes both revenue and
          earnings before interest and taxes in assessing performance and making
          overall operating decisions and resource allocations. Certain indirect
          costs  such as  corporate  overhead  and  general  and  administrative
          expenses are allocated to the segments.  Allocation of overhead  costs
          to  segments  are  based on  measures  such as  revenue  and  employee
          headcount.  General and administrative costs are allocated to segments
          based on the  government-required  three-factor  formula,  which  uses
          measures  of  revenue,  labor  and net book  value  of  fixed  assets.
          Interest expense,  investment  income,  gains on sales and closures of
          businesses  and  income  taxes  are  not  allocated  to the  Company's
          segments.

          The following tables present  information about the Company's segments
          as of and for the years ended  December  31, 2001 and 2000 and for the
          years then ended (in thousands).
<TABLE>
<CAPTION>

                   As of and for the year ended               Government     Interactive
                        December 31, 2001                     Contracting       Media         Eliminations    Consolidated
          -----------------------------------------------    --------------  -------------   ---------------  --------------


<S>                                                        <C>                                                      <C>
          Total assets                                     $       306,651             --                --         306,651
                                                             ==============  =============   ===============  ==============

          Sales to unaffiliated customers                  $       696,420         18,603                --         715,023

          Intersegment sales                                            36             15              (51)              --
                                                             --------------  -------------   ---------------  --------------

                                                                   696,456         18,618              (51)         715,023
                                                             ==============  =============   ===============  ==============

          Operating income, net                            $        25,839          1,026                -- $        26,865
                                                                                                              --------------

              Gains on sales and closures of businesses                                                               4,046
              Interest expense, net                                                                                  26,872
              Minority interest in earnings of                                                                         (38)
              subsidiaries
                                                                                                              --------------

              Income before income taxes and                                                                          4,001
                extraordinary gain

              Income taxes                                                                                            4,413
                                                                                                              --------------

              Loss before extraordinary gain                                                                          (412)
              Extraordinary gain, net of tax                                                                            330
                                                                                                              --------------
                                                                                                              --------------
              Net loss                                                                                      $          (82)
                                                                                                              ==============

</TABLE>


                                                                 F-40
<PAGE>


<TABLE>
<CAPTION>


                   As of and for the year ended               Government     Interactive
                        December 31, 2000                     Contracting       Media       Eliminations      Consolidated
          ----------------------------------------         --------------  -------------   --------------    ---------------


<S>                                                        <C>                     <C>                               <C>
          Total assets                                     $      316,101          8,322               --            324,423
                                                           ==============  =============   ===============   ===============

          Sales to unaffiliated customers                  $      514,269         28,538               --            542,807

          Intersegment sales                                          394             28             (422)                --
                                                           --------------  -------------   ---------------   ---------------

                                                                  514,663         28,566             (422)           542,807
                                                           ==============  =============   ===============   ===============

          Operating income, net                            $       19,610   $      1,428    $         --     $        21,038
                                                                                                             ---------------

              Interest expense, net                                                                                   26,513
              Minority interest in losses  of                                                                             32
                subsidiaries
                                                                                                             ---------------
                                                                                                             ---------------

              Loss before income taxes                                                                                (5,443)

              Income taxes                                                                                              (153)

                                                                                                             ---------------

              Net loss                                                                                       $        (5,290)
                                                                                                             ===============
</TABLE>


                                                                 F-41
<PAGE>





                                 Certifications


I, Joseph M. Kampf, certify that:

1.   I have  reviewed  this annual  report on Form 10-K of Anteon  International
     Corporation;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;


b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date: March 11, 2003                     By: /s/ Joseph M. Kampf
      --------------                       ---------------------------------
                                              Joseph M. Kampf
                                              President and Chief Executive
                                              Officer



                                       58
<PAGE>



                                 Certifications


I, Carlton B. Crenshaw, certify that:

1.   I have  reviewed  this annual  report on Form 10-K of Anteon  International
     Corporation;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;


b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date: March 11, 2003                            By: /s/ Carlton B. Crenshaw
      --------------                                ----------------------------
                                                    Carlton B. Crenshaw
                                                    Senior Vice President and
                                                    Chief Financial Officer



                                       59
<PAGE>



                                  EXHIBIT INDEX


2.1       Agreement and Plan of Merger,  dated as of March 7, 1999, by and among
          Anteon  Corporation,  Buffalo  Acquisition  Corporation and Analysis &
          Technology, Inc. (incorporated by reference to Exhibit Z to Analysis &
          Technologies,  Inc.'s  Current  Report  on Form 8-K  filed on March 9,
          1999).

2.2       Agreement and Plan of Merger between Anteon International Corporation,
          a Virginia corporation,  and the Registrant (incorporated by reference
          to Exhibit 2.2 to Anteon International  Corporation's  Amendment No. 1
          to  Form  S-1  registration  statement,  filed  on  February  5,  2002
          (Commission File No. 333-75884)).


3.1       Amended  and  Restated   Certificate   of   Incorporation   of  Anteon
          International Corporation (incorporated by reference to Exhibit 3.1 of
          Anteon International Corporation's Quarterly Report on Form 10-Q filed
          on May 14, 2002.)

3.2       Certificate  of  Designations  of Series A  Preferred  Stock of Anteon
          International Corporation (incorporated by reference to Exhibit 3.2 of
          Anteon International Corporation's Quarterly Report on Form 10-Q filed
          on May 14, 2002.)

3.3       Amended  and  Restated  By-laws  of Anteon  International  Corporation
          (incorporated  by  reference  to Exhibit  3.3 of Anteon  International
          Corporation's Quarterly Report on Form 10-Q filed on May 14, 2002.)

4.1       Indenture,  dated as of May 11, 1999, by and among Anteon Corporation,
          Vector Data Systems, Inc.,  Techmatics,  Inc. and IBJ Whitehall Bank &
          Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to
          Anteon International  Corporation's Registration Statement on Form S-4
          filed on August 9, 1999 (Commission File No. 333-84835)).

4.2       First  Supplemental  Indenture,  effective as of June 23, 1999,  among
          Anteon  Corporation,  Analysis & Technology,  Inc.,  Interactive Media
          Corp. and IBJ Whitehall Bank & Trust Company, as trustee (incorporated
          by  reference  to Exhibit  4.2 to Anteon  International  Corporation's
          Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          2000).

4.3       Second Supplemental Indenture, effective as of October 14, 1999, among
          Anteon  Corporation,  Anteon-CITI  LLC and IBJ Whitehall  Bank & Trust
          Company,  as trustee  (incorporated  by  reference  to Exhibit  4.3 to
          Anteon International  Corporation's Annual Report on Form 10-K for the
          fiscal year ended December 31, 2000).


4.4       Third  Supplemental  Indenture,  dated as of October 20,  2000,  among
          Anteon  Corporation,  Sherikon,  Inc.  and The  Bank of New  York,  as
          trustee   (incorporated   by   reference  to  Exhibit  4.4  to  Anteon
          International  Corporation's Annual Report on Form 10-K for the fiscal
          year ended December 31, 2000).

4.5       Fourth  Supplemental  Indenture,  dated January 1, 2001,  among Anteon
          International   Corporation  (formerly  Anteon  Corporation),   Anteon
          Corporation (formerly  Techmatics,  Inc.) and The Bank of New York, as
          successor trustee of IBJ Whitehall Bank & Trust Company  (incorporated
          by  reference  to Exhibit  4.5 to Anteon  International  Corporation's
          Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          2000).

4.6       Fifth  Supplemental  Indenture  between the Registrant and The Bank of
          New York,  as trustee  (incorporated  by  reference  to Exhibit 4.1 of
          Anteon International Corporation's Quarterly Report on Form 10-Q filed
          on May 14, 2002.)

4.8       Registration   Rights  Agreement  dated  March  11,  2002,  among  the
          Registrant,   Azimuth  Technologies,   L.P.,  Azimuth  Tech.  II  LLC,
          Frederick  J.  Iseman,  Joseph M.  Kampf and the other  parties  named
          therein   (incorporated   by   reference  to  Exhibit  4.8  to  Anteon
          International  Corporation's  Amendment No. 1 to Form S-1 Registration
          Statement filed on February 5, 2002 (Commission File No. 333-75884)).

                                       60
<PAGE>



4.9       Rights Agreement,  dated March 15, 2002  (incorporated by reference to
          Exhibit 4.1 to Anteon  International  Corporation's  Current Report on
          Form 8-K, filed on April 5, 2002).

10.4      Credit Agreement, dated as of June 23, 1999, among Anteon Corporation,
          Credit Suisse First Boston,  Mellon Bank,  N.A.,  Deutsche Bank AG and
          the lenders named therein  (incorporated  by reference to Exhibit 10.4
          to Anteon International  Corporation's  Registration Statement on Form
          S-4 filed on August 9, 1999 (Commission File No. 333-84835)).

10.5      Amendment  No.  1,  dated  as of  January  13,  2000,  to  the  Credit
          Agreement, dated as of June 23, 1999, among Anteon Corporation, Credit
          Suisse First  Boston,  Mellon  Bank,  N.A.,  Deutsche  Bank AG and the
          lenders named therein  (incorporated  by reference to Exhibit 10.17 of
          Anteon Corporation's Quarterly Report on Form 10-Q/A filed on June 15,
          2001).

10.6      Amendment No. 2, dated as of March 29, 2000, to the Credit  Agreement,
          dated as of June 23, 1999,  among Anteon  Corporation,  Credit  Suisse
          First  Boston,  Mellon Bank,  N.A.,  Deutsche  Bank AG and the lenders
          named  therein  (incorporated  by reference to Exhibit 10.18 of Anteon
          Corporation's Quarterly Report on Form 10-Q/A filed on June 15, 2001).

10.7      Amendment No. 3, dated as of June 30, 2000,  to the Credit  Agreement,
          dated as of June 23, 1999,  among Anteon  Corporation,  Credit  Suisse
          First  Boston,  Mellon Bank,  N.A.,  Deutsche  Bank AG and the lenders
          named  therein  (incorporated  by reference to Exhibit 10.19 of Anteon
          Corporation's Quarterly Report on Form 10-Q/A filed on June 15, 2001).

10.8      Amendment  No.  4,  dated  as of  October  19,  2000,  to  the  Credit
          Agreement, dated as of June 23, 1999, among Anteon Corporation, Credit
          Suisse First  Boston,  Mellon  Bank,  N.A.,  Deutsche  Bank AG and the
          lenders named therein  (incorporated  by reference to Exhibit 10.20 of
          Anteon Corporation's Quarterly Report on Form 10-Q/A filed on June 15,
          2001).

10.9      Amendment  No.  5,  dated  as of  December  31,  2000,  to the  Credit
          Agreement, dated as of June 23, 1999, among Anteon Corporation, Credit
          Suisse First  Boston,  Mellon  Bank,  N.A.,  Deutsche  Bank AG and the
          lenders named therein  (incorporated  by reference to Exhibit 10.25 of
          Anteon Corporation's Quarterly Report on Form 10-Q/A filed on June 15,
          2001).

10.10     Amendment  No.  6,  dated  as of  February  1,  2002,  to  the  Credit
          Agreement, dated as of June 23, 1999, among Anteon Corporation, Credit
          Suisse First  Boston,  Mellon  Bank,  N.A.,  Deutsche  Bank AG and the
          lenders named therein  (incorporated  by reference to Exhibit 10.10 to
          Anteon  International   Corporation's   Amendment  No.1  to  Form  S-1
          Registration  Statement filed on February 5, 2002 (Commission File No.
          333-75884)).

10.11     Amended and Restated Credit  Agreement,  dated as of October 21, 2002,
          to the  Credit  Agreement,  dated as of June 23,  1999,  among  Anteon
          Corporation  Credit Suisse First Boston,  Mellon Bank, N.A.,  Duetsche
          Bank AG and the lenders named therein.

10.15     Security   Agreement,   dated  as  of  June  23,  1999,  among  Anteon
          Corporation,  Analysis & Technology,  Inc.,  Interactive  Media Corp.,
          Techmatics,  Inc.,  Vector Data  Systems,  Inc. and Mellon Bank,  N.A.
          (incorporated  by reference  to Exhibit  10.8 to Anteon  International
          Corporation's  Registration  Statement  on Form S-4 filed on August 9,
          1999 (Commission File No. 333-84835)).

10.16     Fee Agreement,  dated as of June 1, 1999, between Anteon  Corporation,
          and Caxton-Iseman  Capital, Inc. (incorporated by reference to Exhibit
          10.9 to Anteon International  Corporation's  Registration Statement on
          Form S-4 filed on August 9, 1999 (Commission File No. 333-84835)).

10.17     Amended and Restated Omnibus Stock Plan  (incorporated by reference to
          Exhibit 10.2 to Anteon International Corporation's Quarterly Report on
          Form 10-Q filed May 14, 2002).

10.18     Stock Option Agreement  (incorporated by reference to Exhibit 10.17 to
          Anteon  International  Corporation's  Amendment  No.  2  to  Form  S-1
          Registration Statement filed on February 19, 2002 (Commission File No.
          333-75884)). 61
<PAGE>



10.19     Stock Purchase Agreement,  by and among Anteon Corporation,  Sherikon,
          Inc. and the  stockholders of Sherikon,  Inc., dated as of October 20,
          2000  (incorporated by reference to Exhibit 2 to Anteon  International
          Corporation's Current Report on Form 8-K filed on November 6, 2000).

10.20     Asset Purchase  Agreement,  dated as of July 20, 2001,  between Anteon
          Corporation  and SIGCOM,  Inc.  (incorporated  by  reference to Anteon
          International Corporation's Current Report on Form 8-K filed on August
          3, 2001).

10.21     Stock  Purchase  Agreement,  dated July 20, 2001,  by and among Anteon
          International  Corporation,  Interactive  Media  Corporation  and  FTK
          Knowledge  (Holdings)  Inc.   (incorporated  by  reference  to  Anteon
          International Corporation's Current Report on Form 8-K filed on August
          3, 2001).

10.22     Asset  Purchase  Agreement,   dated  June  29,  2001,  between  Anteon
          International  Corporation and B&G, LLC  (incorporated by reference to
          Anteon International Corporation's Current Report on Form 8-K filed on
          August 3, 2001).

10.23     Letter  Agreement   between  Anteon   International   Corporation  and
          Caxton-Iseman Capital, Inc., dated as of January 30, 2002, terminating
          Fee  Agreement   between  such  parties  dated  as  of  June  1,  1999
          (incorporated  by reference  to Exhibit  10.2 to Anteon  International
          Corporation's Amendment No. 1 to Form S-1 Registration statement filed
          on February 5, 2002 (Commission File No. 333-75884)).

10.24     Retention  Agreement  (incorporated  by reference to Exhibit  10.22 to
          Anteon  International  Corporation's  Amendment  No.  1  to  Form  S-1
          Registration  Statement filed on February 5, 2002 (Commission File No.
          333-75884)).

21.1      Subsidiaries of the Registrant.

23.1      Consent of KPMG LLP.

99.1      Certification  pursuant  to section 906 of the  Sarbanes  Oxley Act of
          2002.

99.2      Certification  pursuant  to section 906 of the  Sarbanes  Oxley Act of
          2002.


                                       62
<PAGE>