UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                                    FORM 10-K
                                   (Mark One)
         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
                                       OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

           FOR THE TRANSITION PERIOD FROM ___________ TO _____________

                        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 if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.

           Yes    |X|      No    |_|

           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    |X|      No    |_|

           Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act)

            Yes   |_|      No    |X|

         The aggregate market value of the voting stock held by non-affiliates
    of the registrant as of June 30, 2005 was $1,547,655,535 (based on the
    closing price of $45.62 per share on June 30, 2005, 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 37,447,611 shares of common stock outstanding as of March 10,
2006.


                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the 2006 Annual Meeting of
Shareholders                                                           Part III



<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. Forward-looking statements relate to future events or our future financial
performance. These statements involve known and unknown risks, uncertainties and
other factors that may cause our or our  industry's  actual  results,  levels of
activity,  performance  or  achievements  to be  materially  different  from any
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.

     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 remaining contract value;

o   our expectations regarding the U.S. federal government's procurement
    budgets and reliance on outsourcing of services;

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

o   our ability to close the proposed merger (the "Merger") with a subsidiary of
    General Dynamics Corporation or ("General Dynamics.")

     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 U.S. federal government procurement and contracting laws,
         regulations, policies and budgets;

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

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

o        inability to obtain government approval of the Merger;

o        changes in general economic and business conditions;

o        technological changes;

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.

Item 1. Business

General

     We are a leading provider of information  technology  solutions and systems
engineering  and  integration  services to  government  customers 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 customers
with the systems analysis,  integration and program  management skills necessary
to manage  their  mission  systems  development  and  operations.  We have broad
service competencies that include strengths in intelligence  systems,  emergency
response management,  logistics modernization,  secure identification and access
management  solutions,   training,  platform  and  weapons  systems  engineering
support,   ballistic  missile  defense,   healthcare   services  and  government
enterprise solutions.

     We currently  serve over 1,000 U.S.  federal  government  customers in more
than 50 government agencies,  as well as state and foreign governments.  For the
year ended  December 31, 2005,  approximately  88% of our revenues  were derived
from the  Department  of  Defense,  or "DOD,"  and  intelligence  agencies,  and
approximately  11% from  civilian  agencies  that  includes  the  Department  of
Homeland  Security of the U.S. federal  government.  For the year ended December
31, 2005,  approximately  86% of our revenues were 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 7 years,  assuming the
exercise of all potential contract options.  Additionally, we had contracts with
an estimated  remaining  contract value of $6.5 billion as of December 31, 2005,
of which approximately $910.6 million was funded backlog.

     From 1996 through 2005, we increased annual revenues from $141.8 million to
$1.493  billion,  at a compound  annual  growth rate of  approximately  30%. Our
revenues  grew  organically  by 15% during 2005 and 14% during  2004.  We define
organic  growth as the increase in revenues  excluding  the revenues  associated
with  acquisitions,  divestitures  and  closures  of  businesses  in  comparable
periods.

     On December 13, 2005,  we entered into an agreement and plan of merger with
General Dynamics and a wholly owned subsidiary of General Dynamics,  pursuant to
which General  Dynamics agreed to acquire Anteon  International  Corporation for
approximately $2.2 billion,  which includes the assumption of approximately $116
million in net debt as defined as debt less cash. Upon completion of the Merger,
Anteon  International  Corporation  will  become a wholly  owned  subsidiary  of
General Dynamics.

     On March 3, 2006, we held a special  meeting of  stockholders  at which the
stockholders adopted the Merger agreement and approved the Merger. Completion of
the Merger is subject to the  satisfaction  or waiver of a number of conditions,
including  the  expiration  or  termination  of the  waiting  period  under  the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). Other than
approval  pursuant to the HSR Act, no other material federal or state regulatory
approvals  are  required to be obtained  by us,  General  Dynamics or its wholly
owned  subsidiary  in  connection  with  the  Merger.  We  anticipate  that  the
transaction  will close no later than the end of the second quarter of 2006. The
merger  agreement may be terminated  prior to the effective  time of the Merger,
under certain circumstances discussed in the merger agreement.

     In this document,  unless otherwise indicated, "we" or the "Company" refers
to  Anteon  International   Corporation,   a  Delaware   corporation,   and  its
consolidated subsidiaries.

         The U.S. 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. It
is  anticipated  that  technology  services  spending  will  grow  in the  areas
emphasized  by the  U.S.  government's  evolving  military  strategy,  including
homeland security, missile defense,  information security, logistics management,
systems  modernization,  improvements  of weapon  systems  design  and  military
personnel  training.  Defense  spending is projected to exceed $410.8 billion in
government  fiscal year 2006, a 3% increase over government fiscal year 2005. An
additional $125.8 billion in supplemental  funding, that includes the Global War
on Terror,  has been  submitted to Congress  for approval  would bring the total
defense  spending for fiscal year 2006 to over $536.6  billion.  The President's
proposed  budget for government  fiscal year 2007 includes  defense  spending of
$439.3  billion,  a 7% increase  over  government  fiscal year 2006, if adopted,
would be the largest  Department of Defense budget in history in actual dollars.
The 2007 spending plan submitted to Congress would include an estimated 2% to 4%
annual  increase in the  peacetime  defense  budget  over the fiscal  years 2008
through 2011.

         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. U.S. 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 U.S.  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,  General  Service  Administration,  or "GSA,"  Schedule
contracts,  and  single  and  multiple  awards  Indefinite   Delivery/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 services.  These
contracts have been the traditional  method for procurement by the U.S.  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  U.S.  federal
government.  In order for a company to  provide  services  under a GSA  Schedule
contract,  the company must be pre-qualified and awarded a contract by GSA. When
an agency uses a GSA Schedule contract to meet its requirements,  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  is expected  to provide  the user agency with  reduced
procurement time and lower procurement costs.

     Single and multiple award ID/IQ  contracts are contract forms through which
the U.S.  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 U.S.  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
Government Wide Acquisition Contracts, or "GWAC." 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 U.S. federal technology services market and our business:

     o    Continued  Trend  Towards  Outsourcing.  The  downsizing  of the  U.S.
          federal government  workforce,  declining  availability of information
          technology  management  skills  among  government  personnel,   and  a
          corresponding  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  U.S.  federal
          government information technology  expenditures.  In government fiscal
          year 2004,  83% of the U.S.  federal  government's  total  information
          technology  solutions  spending flowed to  contractors.  By government
          fiscal year 2010, this rate of outsourcing is projected to increase to
          86% of total information technology spending.

     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 U.S. 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 U.S.  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.  National defense spending is
          projected to grow substantially over the next five years with the U.S.
          federal  government   increasing  its  commitment  to  strengthen  the
          nation's  security,  defense and intelligence  capabilities.  The U.S.
          federal government is investing in improved homeland security, greater
          information systems security, more effective intelligence  operations,
          and new approaches to warfare simulation training. Defense spending is
          projected to exceed $410.8 billion in government  fiscal year 2006, an
          increase of almost 3% over government  fiscal year 2005. An additional
          $125.8 billion in supplemental  funding,  that includes the Global War
          on Terror, has been submitted to Congress for approval would bring the
          total  defense  spending for fiscal year 2006 to over $536.6  billion.
          The President's  proposed  budget for 2007 defense  spending is $439.3
          billion,  a 7% increase  over the  government  fiscal year 2006 budget
          and, if adopted,  would be the  largest  defense  budget in history 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 U.S.
          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.  U.S.  federal  expenditures  through  GWACs have grown
          significantly  over the past three years,  and the estimated growth in
          Schedule contracts will average  approximately 13% over the next three
          years.

         Our Capabilities and Services

     We are a leading provider of information technology solutions to government
customers.  We  design,   integrate,   maintain  and  upgrade  state-of-the  art
information systems for national defense,  intelligence,  emergency response and
other high priority  government  missions.  As a total  solutions  provider,  we
maintain the  comprehensive  information  technology skills necessary to support
the entire  lifecycle of our customers'  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 customer 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  customer's  specific   requirements.   For  example,  we  built,  and
continuously maintain and upgrade, the National Emergency Management Information
System, or "NEMIS," an enterprise-wide  management  information  system, for the
U.S.  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.

     We also are a leading  provider  of  systems  engineering  and  integration
services to government  customers,  primarily within the defense  community.  We
provide these  defense  customers  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  customer'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 Program 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  ten  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.  An
example of our work in this area includes:

     o    Coalition Enterprise Regional Information Exchange System CENTRIXS and
          CENTRIXS  N.A.T.O.  Since 1993, we have provided services to the 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.  CENTRIXS
          is  one  of  the  most  widely-used   command,   control,   computers,
          communication  and  intelligence   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
          additional system deployments to the coalition countries in the war on
          terrorism and Operation Iraqi Freedom.

          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. Our work in this area includes:

     o    National Emergency Management Information System. Since early 1996, we
          have supported the  development of the NEMIS system for FEMA through a
          series of contracts  and task  orders.  We believe our support to FEMA
          will continue to grow with FEMA's increased  responsibility as a first
          responder to disasters and terrorist  attacks and as FEMA supports its
          mission within DHS. NEMIS provides mission critical  functionality for
          FEMA's  core  mission  of  disaster   response  and   recovery.   This
          enterprise-wide   management   information   system  connects  several
          thousand desktop and mobile terminals/handsets,  providing FEMA with a
          fully mobile,  nationwide,  rapid  response  disaster  assessment  and
          mitigation system. We continue to provide  enhancements to the current
          system,  and we are in the  process of  expanding  our support to this
          mission  area  to  include  an  internet-based  capability  that  will
          integrate with the DHS technology infrastructure.

     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.  Our working logistics  modernization
includes:

     o    Joint Logistics Warfighting Initiative or "JLWI." Since March 2000, we
          have been providing process re-engineering system design, and database
          integration as we conduct a variety of customer  directed  process and
          technology  experiments  and  demonstrations  on the  Joint  Logistics
          Warfighting  Initiative  contract.  JLWI  represents the DOD's efforts
          focused on facilitating the military's  logistics  transformation  and
          improving military readiness through business process improvements and
          the implementation of new and emerging technologies. 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, or 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 U.S.  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.  We have been  providing  lifecycle
          information technology services to the U.S. Postal Service since 1983.
          We have developed and implemented an electronic  commerce  application
          to serve an estimated 80,000 to 100,000 U.S. Postal Service  employees
          who  purchase  a wide range of  products  on the U.S.  Postal  Service
          intranet web 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.  Fulfilling the U.S. Postal Service's requirement
          to serve up to 100,000  employees  required the  development of a very
          robust transaction processing application.

     o    Joint and Service Enterprise  Information  Technology Support. We have
          been providing Enterprise  Information Technology support for numerous
          Joint and Service  Commands,  or the  "Commands," for the past decade,
          both  in the  U.S.  and in  numerous  locations  abroad.  Our  support
          comprises    all    functions    of    the    Enterprise,    including
          telecommunications   engineering,   planning  and  operation,  network
          development,   administration  and  management,   software  life-cycle
          support, and business process  engineering.  Our employees deploy with
          the Commands  during both peacetime  operations and war and are making
          vital contributions to the Commands'  capabilities to accomplish their
          missions.  The supported Commands include U.S. Central Command and its
          Army,  Third U.S.  Army/ARCENT,  and the U.S. Air Force,  9th U.S. Air
          Force/CENTAF,  component commands,  U.S. Army Forces Command, the U.S.
          Army  Reserve  Command,  and the U.S.  Army  Network  Engineering  and
          Technology Command.

     o    Coalition,  Joint and Service Training Exercise Support  Commands.  We
          have  been  providing   mission  Exercise  Program  Support  from  the
          individual unit to multi-national coalition level. We plan events that
          prepare  commanders and their staff to measure  training  proficiency,
          correct  deficiencies,  and prepare for wartime missions. We are adept
          at planning,  implementing, and critiquing all aspects of these events
          to include augmentation with senior mentor and subject matter experts.
          We have  planned  every  facet of the  events  to  include  logistical
          support,  communications  system planning and provisioning,  and other
          support  functions.  These  exercises  have  played  a  major  part in
          preparation  of United States and Coalition  Forces to meet the global
          war on terrorism, and Operation Iraqi Freedom and DHS missions.

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

     o    Program Executive Office Simulation Training and  Instrumentation,  or
          "PEO STRI." Since  January  2000,  we have provided life cycle support
          for  constructive  training  at  fourteen  U.S.  Army  Simulation  and
          Training Command Simulation centers worldwide. We have more than 1,300
          personnel supporting this program at more than 80 sites throughout the
          United States,  Germany,  Italy and South Korea.  We provide  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,   providing  highly  qualified   professionals   who  are
          certified in all aspects of  simulation  support,  to each of the U.S.
          Army's Battle Simulation Centers.

     o    Military Operations on Urban Terrain, or "MOUT." We have supported the
          U.S.  Army's  MOUT  program  since  July  1997.  Our  support  to MOUT
          primarily  focuses  on the  design  and  instrumentation  of the  most
          advanced  MOUT  site  in the  world  located  at the  Joint  Readiness
          Training Center, Fort Polk, LA, as well as other sites worldwide.  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 high-speed  local area network
          to the control room.  The system is also designed to control  targetry
          and multiple  battlefield  effects and has the  flexibility to support
          both simulated fire and live fire exercises.  We have also developed a
          mobile  version  of MOUT to  facilitate  training  in the  theater  of
          operation.  For  example,  two  Mobile  MOUT sites  were  ordered  and
          delivered for use in Kuwait and  Afghanistan  in early 2003 to support
          operations in the global war on terrorism. During 2004, we delivered a
          Mobile MOUT site to the U.S.  National Guard. In 2005, we delivered 12
          Mobile MOUT sites.

     Secure Identification and Access Management Solutions. Our position in this
market provides us with capabilities in optical memory card technology, which is
used primarily for high-capacity portable secure data storage and authentication
through multiple  biometrics.  This  capability,  combined with our expertise in
integrated  circuit card technology,  which is used primarily for access control
and related  transaction  processing,  positions us to capitalize on the growing
demand in this  market.  Both of the secure  identification  and access  control
technologies  are gaining  significant and increased  support with U.S.  federal
agencies, including the DOD, DHS and foreign governments.

     o    Integrated Card  Production  System.  We are the prime  contractor for
          secure  identification and border control card solutions for the DHS's
          Bureau of Citizenship and Immigration  Services,  or "BCIS." Through a
          contract  with the  BCIS,  we  provide  the  Permanent  Resident  Card
          solution,   as  well  as  the  Department  of  State  Border  Crossing
          "LaserVisa" Card solution.  To date, the U.S.  federal  government has
          ordered  over 26 million  secure  identification  cards  through  this
          contract.  We are positioned to grow from the expanding budget of DHS,
          as secure identification and credential card technologies  proliferate
          within DHS and other U.S. federal government agencies.

     Healthcare  Services.  We  deliver  information   technology  solutions  in
healthcare  programs for the Department of Defense,  U.S. Army,  U.S. Navy, U.S.
Air Force and U.S.  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.  We have been  providing  this  support  since  1989 under
          several contracts. 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 U.S. 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.
          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  systems.  We provide  program,  budgetary,  policy and
          legislative  analysis,   information   technology  services,   systems
          engineering and technical  management  services for all major U.S. 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.

     o    Shipbuilding  Engineering  Support.  For over  twenty  years,  we have
          provided  acquisition  management and engineering  support to the U.S.
          Navy's  shipbuilding  program offices.  Today, this includes the AEGIS
          shipbuilding program, aircraft carrier program, all submarine programs
          and  developmental  programs  such as the new  DDX  destroyer  and the
          Littoral  Combatant Ship. We also develop  software serving the global
          ship design industry.  In addition to support for customer acquisition
          offices and  industry,  we provide  support  for the ships  during the
          in-service phase of their life cycle through multiple contracts.  This
          includes   installation   support,   refurbishment  of  equipment  and
          provision of new software.

     o    Research, Development, Test and Evaluation Support. We support various
          DOD  laboratories and field activities in the provision of technology,
          testing, operation of facilities and general research and development,
          or "R&D,"  support.  Our  technologies  range  from the  provision  of
          advanced  algorithms for the Virginia class  submarines,  software for
          decision support systems, video compression algorithms, advanced sonar
          concepts and unique software for technology assessment. We operate the
          U.S. Air Force  Research  Laboratory's  Laser  Facilities  and conduct
          material testing on their behalf.

     Ballistic  Missile  Defense.  We have more than a decade of  experience  in
ballistic  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." Since January 1999, we
have supported the U.S. Navy by providing  management,  systems  engineering and
technical  support to the TBMD  program.  We provide a broad range of support to
develop,  test,  evaluate,  and produce the U.S. Navy's future ballistic missile
defense systems.  Due to our U.S. Navy TBMD System experience,  we were selected
to provide similar support to the National Missile Defense  program.  We believe
ballistic missile programs will experience  near-and-long-term growth as the DOD
moves  forward  to meet the U.S.  federal  government's  mandate  for a national
missile defense system.


<PAGE>


Our Growth Strategy

     Our goal is to become the first pure-play technology services company to be
included  in the top  tier  of  government  technology  service  providers.  Our
strategy to achieve this objective includes the following:

     o    Continue to Increase Market Penetration. The U.S. federal government's
          continued   movement   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.  Excluding  supplemental  funding,  defense
          spending is projected to exceed $410.8  billion in  government  fiscal
          year 2006, an increase of almost 3% over government  fiscal year 2005,
          and is  expected to reach  $439.3  billion in  government  fiscal year
          2007,  a 7%  increase  over  projected  government  fiscal  year  2006
          spending.  We believe  that many of the key  operational  goals of the
          U.S.  federal  government  correlate  with  our  expertise,  including
          developing a national  missile  defense  system,  increasing  homeland
          security,  protecting  information  systems  from  attack,  conducting
          effective  intelligence  homeland  security,   protecting  information
          systems from attack, conducting effective intelligence operations, and
          training for new approaches to warfare through simulation.

     o    Capitalize on Growing Demand in the Secure  Identification  and Access
          Management  Solutions Market.  The use of credential card technologies
          for secure  identification  and access  control  solutions  is rapidly
          gaining  momentum  with U.S.  federal  agencies,  the DOD and  foreign
          governments.  These  cards  are  used for  cardholder  authentication,
          physical  access control and logical access  control.  Our position in
          this market  provides us with a full range of capabilities to meet our
          customers'  requirements.  We have extensive  experience  with optical
          storage card  technology,  which is used primarily for  authentication
          using  biometrics  and  physical  access  control.   This  capability,
          combined  with our expertise in  integrated  circuit card  technology,
          used primarily for logical access  control,  uniquely  positions us to
          capitalize  on the  growing  demand in this market  regardless  of the
          application or credential card technology selected by customers.

     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,  we  believe  our  strong  performance  record  and  detailed
          understanding of customer requirements developed on the U.S. Air Force
          Cargo Movement  Operations  System led directly to our being awarded a
          contract relating to the Joint Logistics Warfighting Initiative.

     o    Continue our Disciplined Acquisition Strategy. We employ a disciplined
          methodology  to evaluate and select  acquisition  candidates.  We have
          completed nine 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.


<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.  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).

Acquisitions

     We employ a highly disciplined methodology to evaluate acquisitions.  Since
1997 we have evaluated several hundred targets and have  successfully  completed
and integrated nine strategic  acquisitions.  Each of these acquired  businesses
has been accretive to earnings, 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    Acquired Business                        Business Description                           acquisition(1)
---------------------------------------------------------------------------------------------------------------------
                                                                                                  ($ in millions)
<S>                                                                                                     <C>
1997     Vector Data Systems Intelligence collection, exploitation, and dissemination systems     $      35.6
1998         Techmatics      Surface ship and combat systems and ballistic missile defense
                             program management                                                          56.7
1999         Analysis &      Undersea ship and combat systems, acoustical signal processing,
             Technology      modeling and simulation, information technology systems and
                             software design                                                            170.4
2000          Sherikon       Military healthcare services systems, networking and
                             communications systems                                                      62.7
2001       SIGCOM Training   Training simulation systems and services
                                                                                                         12.5
2003             ISI         Secure identification and access management solutions and
                             military logistics and training                                            130.5
2004             STI         Modeling and simulation software solutions and services                     20.7
2004            IMSI         Information security and assurance, infrastructure security and
                             enterprise IT architecture                                                  31.7
2005          Milestone      Enterprise architecture and systems, information assurance and
                             program and financial management                                            18.7
---------------------------------------------------------------------------------------------------------------------

</TABLE>


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


     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 U.S. Navy's
surface ship fleet,  on-ship combat systems and missile defense  programs.  With
the  acquisition  of Analysis &  Technology,  Inc.,  or "A&T," in June 1999,  we
expanded  our  customer  base for systems  engineering  and  program  management
services  to the U.S.  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.,  or  "Sherikon,"
extending  the  reach  of  our  information  technology  solutions  to  military
healthcare  delivery systems. 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.  In May 2003, we
purchased   Information   Spectrum,   Inc.,  or  "ISI,"  a  provider  of  secure
identification  and access  management  solutions  and  military  logistics  and
training to primarily  the  Department  of Defense.  In July 2004,  we purchased
Simulation  Technologies,  Inc., or "STI," a provider of modeling and simulation
software  solutions  and  services.  In August  2004,  we  purchased  Integrated
Management  Services,  Inc., or "IMSI," a provider of  information  security and
assurance services,  infrastructure security and enterprise IT architecture.  In
October 2005, we purchased  Milestone Group,  LLC, or "Milestone," a provider of
enterprise  architecture  and  systems,  information  assurance  and program and
financial management.

Existing Contract Profiles

     We  currently  have a  portfolio  of more than 800  active  contracts.  Our
contract  mix for the year ended  December  31, 2005 was 41% time and  materials
contracts,  37% cost-plus contracts and 22% fixed price contracts (a substantial
majority of which were firm fixed price level of effort).

     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.

     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 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.  We generally  do not pursue  fixed price  software
development  work that may  create  material  financial  risk.  We do,  however,
execute fixed price labor hour and fixed price level of effort  contracts  which
represent  similar  levels  of  risk  as  time  and  materials  contracts.   The
substantial  majority of our fixed price  contracts  involve a defined number of
hours or a defined  category of personnel.  We refer to such contracts as "level
of  effort"  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                    2001     2002    2003     2004      2005
                                                            ------   ------  -----    ------    ------
<S>                                                           <C>      <C>      <C>     <C>       <C>
           Cost-Plus (CP)............................         37%      35%      32%     34%       37%
           Time and Materials (T&M)..................         34%      37%      38%     39%       41%
           Fixed Price (FFP).........................         29%      28%      30%     27%       22%

          -----------------------------------------------------------------------------------------------
</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. As a result of recent  acquisitions,  our contract mix has
been more weighted towards cost-plus contracts.

     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 4,300 separate task
orders.  Our  Stricom  task  order  under  the  ANSWER  contract  accounted  for
approximately  11% of our  revenues  in 2005.  No other  individual  task  order
accounted for more than 10% of our revenues.

     Government Wide Acquisition Contracts.  We are one of the leading suppliers
of information technology services under GWACs, and a prime contractor for three
of  the  four  largest  GWACs  for   information   technology   services  and  a
subcontractor for the one that we are not the prime. 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
Applications and Support for Widely-diverse EndUser Requirements, or "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 500 task orders to date
under ANSWER,  with revenues of approximately  $240.7 million for the year ended
December 31, 2005.  Currently,  our total estimated remaining contract value for
this contract is approximately  $1.4 billion through December 2010. Listed below
are the four largest GWACs for  information  technology  services as measured by
overall contract ceiling value.

<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


</TABLE>

<PAGE>



     Listed below are our top ten  programs by 2005  revenue,  including  single
award and multiple award  contracts.  We are a prime contractor on each of these
programs.
<TABLE>
<CAPTION>

                          Top Programs by 2005 Revenue
                                 ($ in millions)

                                                                                                      Estimated
                                                                                                      Remaining
            Programs                    Customer       Period of Performance     2005 Revenue      Contract Value    Contract Type
----------------------------    ------------------   -------------------------  --------------   ----------------  ----------------
<S>                                                       <C> <C>   <C>             <C>               <C>
ANSWER (Multiple Award Contract)          GSA             1/1/99-12/31/08           $ 240.7           $ 1,419.3         T&M/FFP

Naval Sea Systems Command
(Multiple Award Contract)              U.S. Navy         04/02/01-03/31/16           64.2               639.5              CP

GSA SCHEDULE & Blanket Purchase
Agreements  (BPA)                         GSA            10/30/96-11/04/09           62.1               268.1           T&M/FFP

Stricom Omnibus Contract               U.S. Army         12/21/00-12/20/08           59.6               241.1          CP/FFP/T&M

GSA-MOBIS                                 GSA            11/21/97-09/15/10           55.7               284.6           T&M/FFP

SAFTAS                               U.S. Air Force      01/01/01-12/31/15           53.1               335.0              CP

GSA - Millenia Lite - Area 3              GSA           04/21/00 - 08/31/10          48.1               197.9              CP

AEGIS BMD BPA                          U.S. Navy        05/27/04 - 03/31/06          32.1               11.2              FFP

GSA Professional Engineering
Services                                  GSA            01/06/00-01/26/08           31.6               248.5           T&M/FFP

Foreign Military Sales Logistic
Support                                U.S. Navy         03/25/98-03/24/08           27.5               83.5               CP


</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 U.S. 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.  For the year ended December 31,
2005,  approximately  32% of our total direct costs resulted 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.  To the extent  subcontractor costs
increase or decrease in the future,  our operating  profit margin  percentage on
contracts could be affected.

Estimated Remaining Contract Value and New Business Development

     On December 31,  2005,  our  estimated  remaining  contract  value was $6.5
billion,  of which $910.6 million was funded backlog.  In determining  estimated
remaining contract value, we do not include any provision for an increased level
of work likely to be awarded under our GWACs. The estimated  remaining  contract
value is  calculated  based on our current  revenue run rate over the  remaining
term of the contract.  Our estimated remaining 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  remaining  contract  value  are  subject  to
termination at the election of the customer.

<TABLE>
<CAPTION>

                                            ESTIMATED REMAINING CONTRACT VALUE
                                                                   Unfunded Estimated    Estimated Remaining
                     As of December 31,          Funded Backlog      Contract Value        Contract Value
                                                                       (in millions)
----------------------------------------      ------------------    ------------------- ----------------------
<S>           <C>                                 <C>                <C>                   <C>
              2005                                $     911          $      5,622          $      6,533
              2004                                      831                 5,466                 6,297
              2003                                      661                 4,948                 5,609
              2002                                      418                 3,868                 4,286
              2001                                      309                 3,217                 3,526

</TABLE>

     From  December  31, 1999 to December  31,  2005,  our  estimated  remaining
contract  value  increased at a 21% compound  annual growth rate,  including the
effect of acquisitions. We believe this growth demonstrates the effectiveness of
the 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 U.S. federal, state, local and international  government
organizations worldwide. Domestically, we service more than 50 agencies, bureaus
and divisions of the U.S. federal government, including nearly all cabinet-level
agencies and all branches of the military. For the year ended December 31, 2005,
the  U.S.  federal  government  accounted  for  approximately  99% of our  total
revenues.  International and state and local governments  provided the remaining
1%. The DOD and intelligence  agencies  accounted for  approximately  88% of our
total revenues and services to U.S. federal civilian organizations that includes
the Department of Homeland Security were approximately 11%. Our largest customer
group is the U.S. Navy, which accounted for approximately 38% of revenues during
the year ended December 31, 2005.

     An account  receivable  from a U.S.  federal  government  agency enjoys the
overall credit worthiness of the U.S. federal government,  even though each such
agency has its own budget.  Pursuant to the Prompt Payment Act of 1982, payments
from government agencies must be made within 30 days of final invoice acceptance
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  U.S.  federal  government.  Because  of  the  diverse
requirements of U.S.  federal  government  customers and the highly  competitive
nature of large U.S. 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.

     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 customer and its  procurement  requirements  and
environment  are keys 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  customers  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, 2005, we employed approximately 9,500 employees,  88% of
whom were  directly  billable  and 67% 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.  None of our
employees are 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.



<PAGE>


Item 1A. Risk Factors

Risks related to our business

Business Uncertainties and Contractual Restrictions While the Merger with
General Dynamics is Pending

     Uncertainty  about  the  effect  of  the  Merger  on  employees,  partners,
regulators  and  customers  may have an adverse  effect on our  business.  These
uncertainties  may  impair our  ability to  attract,  retain  and  motivate  key
personnel until the Merger is consummated,  and could cause customers and others
that deal with us to defer purchases or other  decisions  concerning us, or seek
to change  existing  business  relationships  with us. In  addition,  the Merger
agreement  restricts  us from  making  certain  acquisitions  and  taking  other
specified actions without General Dynamics'  approval.  These restrictions could
prevent us from pursuing attractive business  opportunities that may arise prior
to the completion of the Merger.

Failure to Complete the Merger Could Negatively Impact Stock Price, Future
Business and Financial Results--

     Although our  stockholders  have voted to approve and adopt the Merger with
General  Dynamics,  there is no other assurance that the other conditions to the
completion  of the Merger that remain  will be  satisfied.  If the Merger is not
completed, we will be subject to several risks, including the following:

     o    we may be required to pay General  Dynamics a termination fee of $42.5
          million  plus up to $500,000 in  expenses if the Merger  agreement  is
          terminated under certain circumstances;

     o    the  current  market  price of our common  stock may  reflect a market
          assumption  that the Merger will occur,  and a failure to complete the
          Merger could result in a negative perception by the stock market of us
          generally,  resulting  in a decline in the market  price of our common
          stock;

     o    certain costs  relating to the Merger (such as legal,  accounting  and
          financial  advisory  fees) are payable by us whether or not the Merger
          is completed;

     o    there may be substantial  disruption to our business and a distraction
          to our management and employees from day-to-day operations, because of
          matters related to the Merger  (including  integration  planning) that
          may require substantial commitments of time and resources, which could
          otherwise  have been  devoted to other  opportunities  that could have
          been beneficial to us;

     o    our business  could be  adversely  affected if we are unable to retain
          key employees or attract qualified replacements; and

     o    we would  continue  to face the  risks  that we  currently  face as an
          independent company.


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

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

     o    changes in U.S. federal government programs or requirements;

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

     o    the adoption of new laws or regulations;

     o    technological developments;

     o    U.S. 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 U.S. 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
U.S.   federal   government   customers  are  subject  to  stringent   budgetary
constraints.  We have  substantial  contracts  in place  with many U.S.  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.

Early  Termination of Contracts-- Our U.S. 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 U.S.  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.  U.S. federal  government  agencies
generally have the right not to exercise these option periods. In addition,  our
contracts typically also contain provisions  permitting a government customer 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.

     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 U.S.  federal  government  contract  awards are  subject to protest by
competitors.  If specified  legal  requirements  are  satisfied,  these protests
require the U.S. 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  U.S.  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  U.S.  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 U.S.  federal
government:  time and materials,  cost-plus, and fixed price. For the year ended
December 31, 2005,  approximately  41% were time and materials,  37% of our U.S.
federal  contracts  were  cost-plus,  and 22% were  fixed  price (a  substantial
majority of which were fixed price level of effort  contracts,  which have lower
risk than  other  types of fixed  price  contracts).  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
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 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.

Risks  under Multiple Award Indefinite  Delivery/Indefinite  Quantity Contracts,
       GSA Schedule  contracts and  GWACs--Many of our U.S.  federal  government
       customers  spend  their   procurement   budgets  through  multiple  award
       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  multiple  award  ID/IQ  contracts,  GSA  Schedule  contracts  and other
multiple  award and/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 U.S.  federal civil agency  businesses must comply with and
are  affected  by various  government  regulations.  Among the most  significant
regulations are:

     o    the   Federal   Acquisition   Regulation,   and   agency   regulations
          supplemental   to   the   Federal   Acquisition   Regulation,    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 certain
          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 export 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 U.S. federal agencies that are designed to safeguard against  unauthorized
persons', including foreigners', access to classified information. If we were to
come under foreign ownership,  control or influence, our U.S. federal government
customers  could  terminate  or decide not to renew our  contracts,  which 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 U.S. federal
government.

Risks  Relating  to  Reductions  or  Changes  in  Military  and   Department  of
   Defense-related  Intelligence  Agency  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 sales
under subcontracts  having the Department of Defense as the ultimate  purchaser,
represented  approximately  88% and 89% of our sales for the year ended December
31,  2005 and for the year  ended  December  31,  2004,  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 currently provide limited or no services. A change in
the U.S.  Presidential  Administration  or in the  composition of Congress could
also materially  affect levels of support for military  expenditures.  A general
significant decline in military expenditures could harm our operating results.

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

     There can be no  assurance  that any  contracts  included in our  estimated
remaining 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 remaining contract value. Further, there can be no assurance
that any  contract  included  in our  estimated  remaining  contract  value that
generates  revenue will be profitable.  Our estimated  remaining  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  remaining  contract  value  will be  recognized  as
revenue.

     In  addition,  the U.S.  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 U.S. 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 U.S.  federal  government's  discretion.  In
addition,  funding for orders  from the U.S.  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  on  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.  Further,  there is a risk that a
subcontractor's  technology  solution on which certain of our contracts and task
orders are dependent  could become obsolete or fall out of favor with customers.
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.

     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  customers
     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  customers'  needs and  constrain  our
     future growth.  In addition,  we must often comply with  provisions in U.S.
     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  customer  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 customers 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 customers.

Customer  Expectations--We  could lose  revenues  and  customers  and expose our
     company to liability if we fail to meet customer expectations.

          We create,  implement and maintain technology solutions that are often
     critical to our customers' operations. If our technology solutions or other
     applications  have  significant  defects  or  errors  or fail  to meet  our
     customers' 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 customers; and

     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  customers,  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.



<PAGE>

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 integrated  nine  strategic  acquisitions  since
     1997. The U.S.  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  include  the  coordination  of  geographically  dispersed
     organizations,   the  integration  of  personnel  with  disparate  business
     backgrounds and the  reconciliation  of different  corporate  cultures.  In
     addition, in certain acquisitions, U.S. 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 of our  acquisitions,  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 U.S. 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 U.S. 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 U.S. federal government,  as well as the imposition of
     fines and penalties, which would cause material harm to our business.

Risks  Associated  with  International  Operations--Our  international  business
   exposes us to  additional  risks  including  legal  regulations  and  social,
   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    compliance with the 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 or other hostile situations in foreign countries;

     o    fluctuation in currency conversion to the U.S. dollar;

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

     o    compliance  with 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

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 U.S. federal government spending,  and
          changes in fiscal policies or available funding;

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

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 our Amended and Restated Credit Agreement,  as
     amended,  or  "Credit  Facility,"  limit,  but  do not  prohibit  us or our
     subsidiaries  from doing so. As of December 31, 2005,  our Credit  Facility
     would have permitted additional  borrowings of up to $488.1 million. If new
     debt is added by us or our subsidiaries, the related risks that we and they
     now face could increase.

          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 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.

          Our  Credit  Facility  imposes  significant  operating  and  financial
     restrictions  on us and our  subsidiaries  and  requires 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, loans and advances;

     o    making capital expenditures;

     o    creating liens on our assets;

     o    issuing or selling capital stock of our subsidiaries;

     o    transforming  or selling assets  currently held by us,  including sale
          and lease-back transactions;

     o    modifying certain agreements, including those related to indebtedness;

     o    engaging in transactions with affiliates; and

     o    engaging in mergers, consolidations or acquisitions.

          The  failure  to  comply  with any of these  covenants  would  cause a
     default under 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 1B. Unresolved Staff Comments

         None

Item 2. Properties

          Our  headquarters  are  located  in  leased   facilities  in  Fairfax,
     Virginia.  In total,  we lease  approximately  1.5  million  square feet of
     office,  shop and warehouse space in over 100 facilities  across the United
     States, Canada, the United Kingdom and Australia. We own an office building
     in North  Stonington,  Connecticut,  which  contains  63,578 square feet of
     office space and is currently on the market for sale. The Company  believes
     its  facilities  are  adequate  for its present  needs and expects  them to
     remain adequate for the foreseeable  future. We also have employees working
     at customer sites throughout the United States and in other countries.

Item 3. Legal Proceedings

          On November 4, 2005, we received a Customs Export Enforcement Subpoena
     for  documents  from  the  United  States  Customs  Service.  The  subpoena
     requested the production of records and  information in connection with two
     of our programs,  and a description of our export  compliance  program.  We
     produced documents responsive to the subpoena in November and December 2005
     and the matter is on-going.  Although we cannot predict the outcome of this
     matter,  we do not  believe  that it will  have a  material  impact  on our
     financial position or results of operations.

          We are involved in various legal proceedings in the ordinary course of
     business.

          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, 2005, through the solicitation of proxies
or otherwise.



<PAGE>


Part II

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 year ended December 31, 2005 and 2004 as reported by the
NYSE.

            2005
   Quarter Ended               High              Low
 -----------------        --------------- ----------------
   March 31               $      42.00    $        33.54
   June 30                $      46.00    $        35.99
   September 30           $      48.22    $        41.40
   December 31            $      54.84    $        40.75


            2004
   Quarter Ended               High              Low
------------------        --------------- ----------------
   March 31               $      37.00    $        27.01
   June 30                $      33.62    $        28.75
   September 30           $      37.29    $        28.25
   December 31            $      43.16    $        35.70



          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.

          The Company has filed a  Registration  Statement  on Form S-8 with the
     SEC to register 1.2 million shares of the Company's  common stock under the
     Employee Stock Purchase Plan  ("ESPP,")  which was  implemented on April 1,
     2004. The Company has suspended the employee  stock purchase plan,  pending
     the closing of the Merger with General  Dynamics.  The table below  details
     the  shares  purchased  by the  Company on the open  market  under the ESPP
     during certain periods:
<TABLE>
<CAPTION>

                                                                                                Maximum Number of
                                                                    Total Number of Shares     Shares that May Yet
                           Total Number of       Average Prices      Purchased as Part of         Be Purchased
       Period              Shares Purchased      Paid per Share    Publicly Announced Plan       Under the Plan
       ------              ----------------      --------------             --------------       --------------
<S>      <C>   <C>              <C>                  <C>                      <C>                  <C>
 October 1-31, 2005             16,819               $43.05                   16,819               1,110,888
November 1 - 30, 2005             --                   --                         --               1,110,888
 December 1-31, 2005              --                   --                         --               1,110,888
                           ----------------                                 --------------
        Total                   16,819                                        16,819
                           ---------------                                  --------------
</TABLE>


<PAGE>


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, 2005, 2004, 2003, 2002 and 2001. 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 2001, 2003, 2004, and 2005. 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
     consolidated  financial  statements and the related notes thereto appearing
     elsewhere in this filing.



<PAGE>

<TABLE>
<CAPTION>



                                                                         Year ended December 31
--------------------------------------------- ------------------------------------------------------------------------------

                                                        2005             2004            2003            2002           2001
                                                        ----             ----            -----           ----           ----
                                                                  (in thousands, except per share data)

Statements of operations data:
<S>                                                  <C>             <C>              <C>             <C>            <C>
Revenues..........................................   $1,493,212      $  1,268,139     $1,042,474      $  825,826     $  715,023
Costs of revenues.................................    1,276,627         1,093,470        897,264         711,328        627,342
                                                     ----------      ------------     ----------      -----------    ----------

Gross profit......................................      216,585           174,669        145,210         114,498         87,681
General and administrative expenses,
  including acquisition related costs.............       76,691            65,964         58,647          48,197         51,442
Amortization of non-compete agreements ...........          165               167            101              --            349
Goodwill amortization.............................           --                --             --              --          6,704
Other intangibles amortization....................        2,850             2,509          2,349           1,907          2,321
                                                     ----------      ------------     ----------      -----------    ----------

Operating income .................................      136,879           106,029         84,113          64,394         26,865
Other income......................................        1,049               973             --             417             --
Merger related expenses...........................        2,432                --             --              --             --
Gains on sales and closures of business...........           --                --             --              --          4,046
Secondary offering expenses.......................           --               240            852              --             --
Interest expense, net of interest
  income..........................................        8,883             7,769         24,244          21,626         26,353
Minority interest in earnings of
  subsidiaries....................................         (75)              (72)           (54)            (18)           (38)
                                                     ----------      ------------     ----------      -----------    ----------

Income before provision for income taxes..........      126,538            98,921         58,963          43,167          4,520
Provision for income taxes........................       47,830            37,116         22,773          16,723          4,602
                                                     ----------      ------------     ----------      -----------    ----------

     Net income (loss)............................   $   78,708      $     61,805     $   36,190      $   26,444     $     (82)
                                                     ==========      ============     ==========      ==========     ==========

Basic earnings (loss) per  common share              $     2.14      $       1.73     $     1.04      $     0.82     $   (0.01)
                                                     ==========      ============     ==========      ==========     ==========

     Weighted average shares outstanding..........       36,811            35,717         34,851          32,163         23,787

Diluted earnings (loss) per  common share            $     2.08      $       1.66     $     0.98      $     0.78     $   (0.01)
                                                     ==========      ============     ==========      ==========     ==========

     Weighted average shares outstanding..........       37,810          37,267         36,925          34,022         23,787

Other data:
Cash flow from (used in)
  operating activities..........                     $   90,004      $     18,249     $   37,446      $  (1,722)     $   37,879
Cash flow used in investing activities............     (74,714)          (47,878)       (95,431)         (1,423)        (1,707)
Cash flow from (used in) financing
  activities......................................     (10,345)            31,644         55,807           5,481       (35,676)
Capital expenditures..............................        6,414             3,963          3,049           3,225          2,181
Balance sheet data (as of December 31):
Current assets....................................   $  395,570      $    338,604     $  244,591      $  208,396     $  144,418
Working capital (a)...............................      217,779           169,159        105,287          80,390         27,559
Total assets......................................      697,945           613,426        479,280         364,692        306,651
Long-term debt, including current
  portion.........................................      162,938           184,388        158,776         105,701        202,905
Stockholders' equity (deficit)....................      343,096           247,276        174,492         128,829        (3,442)


     (a) Working Capital is equal to current assets minus current liabilities.

</TABLE>



<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 are a leading provider of information  technology  solutions and systems
engineering  and  integration  services to  government  customers 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 customers
with the systems analysis,  integration and program  management skills necessary
to manage their mission systems development and operations.

     We have a broad  customer and contract base and a diverse  contract mix. We
currently  serve over 1,000 U.S.  federal  government  customers in more than 50
government  agencies,  as well as state and  foreign  governments.  For the year
ended  December  31,  2005,  approximately  88% of our revenue was derived  from
contracts with the DOD and intelligence  agencies,  and  approximately  11% from
civilian  agencies that includes the Department of Homeland Security of the U.S.
federal government.  For the year ended December 31, 2005,  approximately 86% of
our revenue was from contracts  where we were the lead, or "prime,"  contractor.
Our diverse contract base has  approximately  800 active contracts and more than
4,300 active task orders. For the year ended December 31, 2005, our Stricom task
order under the ANSWER contract accounted for approximately 11% of our revenues.
No other  task  order  accounted  for more than 10% of our  revenues.  We have a
diverse mix of contract  types,  with  approximately  41%,  37%,  and 22% of our
revenues for the year ended  December 31, 2005 derived from time and  materials,
cost-plus and fixed price  contracts,  respectively.  We generally do not pursue
fixed price software  development  contracts that may create  financial risk. We
have contracts with an estimated  remaining contract value of $6.5 billion as of
December 31, 2005,  of which $910.6  million was funded  backlog.  Our contracts
have a weighted-average  term of approximately 7 years, assuming the exercise of
all potential contract options. From December 31, 1999 to December 31, 2005, our
estimated  remaining  contract value increased at a 21% compounded annual growth
rate, including the effect of acquisitions.

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 U.S. generally accepted accounting  principles.  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,  contingent  liabilities,  revenue  recognition,  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 year ended December 31, 2005, 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.
Revenues for time and  materials  contracts  are  recognized as time is spent at
hourly  rates,  which  are  negotiated  with the  customer  plus the cost of any
allowable  material  costs  and  out-of-pocket   expenses.  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.  Revenues are
recognized  under cost-plus  contracts on the basis of direct and indirect costs
incurred plus a negotiated  profit  calculated as a percentage of costs, a fixed
amount or as a  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  certain
cost-plus  type  contracts,  which are  referred  to as  cost-plus  award fee or
incentive 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,  communications  with the customer  regarding our
performance,  including  any  interim  performance  evaluations  rendered by the
customer or our average  historical  award fee rate on similar  type  contracts.
Under substantially all fixed price contracts,  which are predominantly level of
effort contracts,  revenues are recognized using the cost-to-cost method for all
services provided.  Fixed price contracts that involve a defined number of hours
or a defined  category  of  personnel  are  referred  to as  "level  of  effort"
contracts.  We  believe  the  cost-to-cost  method  is  the  best  estimate  for
determining  performance on these  contracts.  For  product-related  fixed price
contracts, revenues are recognized as units are delivered (the units-of-delivery
method). In addition,  we evaluate the contracts for multiple deliverables which
may require the segmentation of each deliverable into a separate accounting unit
for proper revenue recognition as defined by EITF 00-21. The appropriate revenue
recognition method based on applicable  accounting  guidance is then applied for
each separate unit.

     We recognize  revenues under our U.S. 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
U.S.  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  periodically  throughout  the term of the  contract as the
services are  provided.  From time to time, we may proceed with work on unfunded
portions of existing contracts 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.  Historically, we
have not recorded any significant  write-offs because funding was not ultimately
received.

     For cost based  contracts,  we recognize  revenues  under our U.S.  federal
government  contracts based on allowable contract costs, as mandated by the U.S.
federal  government's cost accounting  standards.  The costs we incur under U.S.
federal  government  contracts  are subject to  regulation  and audit by certain
agencies of the federal  government.  Historically,  contract cost disallowances
resulting from government audits have not 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.  Our incurred costs have been audited through
2003.

     Contract revenue recognition  inherently involves  estimation.  Examples of
such estimates  include the level of effort needed to accomplish the tasks under
the  contract,  the cost of those  efforts,  and a continual  assessment  of our
progress toward the completion of the contract. From time to time, circumstances
may arise  which  require us to revise  our  estimated  total  revenue or costs.
Typically,  these revisions relate to contractual  changes. To the extent that a
revised estimate affects contract revenue or profit  previously  recognized,  we
record the  cumulative  effect of the revision in the period in which it becomes
known.  In  addition,  the full  amount  of an  anticipated  loss on any type of
contract is recognized in the period in which it becomes known.

     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  41% time and  materials,  37%  cost-plus  and 22% fixed  price (a
substantial  majority of which are firm fixed price level of effort)  during the
year ended December 31, 2005. The contract mix can change over time depending on
contract  awards  and  acquisitions.  Under  cost-plus  contracts  with the U.S.
federal  government,  operating  profits  typically  range from 5% to 7% but are
statutorily limited to 10% on cost-plus-fixed-fee  contracts.  Under fixed price
and time and materials  contracts,  margins are not subject to statutory limits.
However, the U.S. federal  government's  objective in negotiating such contracts
is to  seldom  allow for  operating  profits  in  excess of 15% and our  overall
operating profits on such contracts is less than 15%.

     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.


<PAGE>



Costs of Revenues

     Our costs are categorized as either direct or indirect costs.  Direct costs
are those that can be  identified  with and assigned 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, material handling 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
Regulation, or "FAR," cannot be assigned or allocated to projects. Our principal
unallowable  costs are interest  expense,  amortization  expense for  separately
identified  intangibles from acquisitions,  bad debt expense and certain general
and administrative  expenses.  The Company plans to adopt Statement of Financial
Accounting  Standards  or "SFAS," No. 123R in the first  quarter of 2006.  Under
FAR, compensation expense as related to stock options is considered  unallowable
cost and not recoverable though our contracts.  However, compensation expense as
related to restricted  shares is allowable and can be allocated to the contracts
and tasks. 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 control our indirect costs and improve operating
margins by integrating the indirect cost structures and realizing  opportunities
for cost synergies. Costs of revenues are considered to be a critical accounting
policy because of the direct relationship to revenue recognized.

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,  and has a carrying amount of approximately  $260.8 million and $242.1
million as of December 31, 2005 and 2004, respectively. The increase in goodwill
in 2005 was primarily related to the acquisition of Milestone in October 2005.

     We completed  our annual  impairment  analyses as of September 30, 2005 and
2004,  noting no indications of impairment for any of our reporting units. As of
December  31,  2005,  there  have  been no events or  circumstances  that  would
indicate an impairment  test should be performed  sooner than our planned annual
test as of September 30, 2006.

Long-Lived Assets and Identifiable Intangible Asset Impairment

     The net carrying amount of long-lived  assets and  identifiable  intangible
assets was  approximately  $33.9  million and $24.1 million at December 31, 2005
and 2004, respectively. Of the $33.9 million at December 31, 2005, approximately
$10.4 million of the intangible assets, net of amortization,  are related to our
recent acquisition of Milestone.  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 U.S.
federal  government  appropriations  or funding of  certain  programs,  or other
similar  events.  None of these events  occurred for the year ended December 31,
2005.  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 as the amount by which the carrying  value 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.  During the year ended December 31, 2003, we recognized
an  impairment  charge  of  approximately  $135,000,  included  in  general  and
administrative   expenses  in  the   accompanying   consolidated   statement  of
operations,  to write-down the carrying value of a building that is currently on
the market for sale to its estimated fair market value.

     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 our 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.


<PAGE>

Business Combinations

     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 judgment
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 probable business combinations are deferred.

Statements of Operations

     The  following  is a  description  of certain  line items from our  audited
consolidated  statements  of  operations,   which  include  the  acquisition  of
Milestone since the date of the acquisition.

     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 depreciation, overhead, and other direct contract
costs, which include subcontract work, consultant fees, and materials.  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
reserves.

     Amortization expenses relate to the costs associated with intangible assets
from our acquisitions. These intangible assets represent the fair value assigned
to contract  backlog and  customer  relationships  as part of our  acquisitions.
Amortization  expenses also include costs  associated  with certain  non-compete
agreements related to the ISI acquisition.

     Other income is from non-core business items such as a gain on the reversal
of a reserve created from a prior  acquisition,  a settlement  agreement in 2004
with the former  shareholders  of Sherikon,  Inc., a write-off of deferred shelf
registration  costs and the fair market value adjustments  related to marketable
equity securities that are classified as trading securities.

     Merger  related  expenses  relate to legal  and  financial  advisory  costs
associated  with the planned  merger with  General  Dynamics  and a wholly owned
subsidiary of General Dynamics.

     Secondary  offering expenses relate to costs associated with the selling of
our common stock in  underwritten  offerings  during the year ended December 31,
2004.  The Company sold no shares and  received no proceeds in these  offerings.
Therefore, we were required to classify the related costs as expenses.

     Interest  expense is  primarily  related  to our Term Loan B and  revolving
facility,  our  Senior  Subordinated  Notes due  2009,  or the "12%  Notes"  and
amortization  of  deferred  financing  costs.  None  of our 12%  Notes  remained
outstanding  after  June 2004.  Interest  expense is  reported  net of  interest
income.  Interest income primarily  relates to the interest earned on short term
investments and cash-on-hand.

Funded Backlog and Estimated Remaining Contract Value

     Each year a  significant  portion of our revenue is derived  from  existing
contracts with our government customers, 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
effective  management of costs makes us competitive on price.  Historically,  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 87% of our  contracts  that have been  recompeted.  We have  increased  our
estimated  remaining contract value by approximately  $236.1 million,  from $6.3
billion as of December 31, 2004,  to $6.5 billion at December 31, 2005, of which
approximately  $910.6 million was funded backlog as of December 31, 2005. Funded
backlog increased  approximately $79.7 million to $910.6 million at December 31,
2005, from $830.9 million as of December 31, 2004.


<PAGE>


     Our estimated  remaining  contract value represents the aggregate  contract
revenue we estimate  will be earned over the  remaining  life of our  contracts.
When more than one company is awarded a contract  for a given work  requirement,
we include in  estimated  remaining  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 U.S.  federal  government  operates
under annual  appropriations,  agencies of the U.S. federal government typically
fund  contracts  on an  incremental  basis.  Accordingly,  the  majority  of the
estimated  remaining  contract  value  is  not  funded  backlog.  Our  estimated
remaining  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.

 Acquisitions


 The following table summarizes our acquisitions since January 2004.

                                                         Revenues for the most
                                                       recently completed twelve
                                                        month period ended prior
               Name              Acquisition Date            to acquisition
        -------------------     ------------------      ------------------------
                                                             (in thousands)

  STI..........................      July 2004               $     20,686
  IMSI.........................     August 2004              $     31,715
  MILESTONE....................    October 2005              $     18,689



         Acquisitions

     We have completed and integrated  nine strategic  acquisitions  since 1997.
Since January 2004, we have acquired three businesses:  Simulation  Technologies
Inc., Integrated Management Services, Inc., and Milestone Group, LLC.

     Simulation  Technologies,  Inc. - On July 27, 2004, we purchased all of the
outstanding  stock of  Simulation  Technologies  Inc.,  or "STI," a provider  of
modeling and simulation  software solutions and services,  based in San Antonio,
Texas,  for a total  purchase  price of $15.1  million  (net of cash  acquired),
including  transaction  costs.  We financed the acquisition  through  borrowings
under our  existing  Credit  Facility.  The  transaction  was  accounted  for in
accordance with SFAS No. 141,  Business  Combinations,  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
identifiable  intangible  assets  consisted  of $2.6  million of  contracts  and
related customer  relationships with an expected weighted average useful life of
5 years.  The value of the contracts  and customer  relationships  is based,  in
part, on an independent  appraisal and other studies  performed by us.  Goodwill
recognized  from this  acquisition  was  approximately  $9.5  million and is not
deductible for tax purposes. In accordance with SFAS No. 142, Goodwill and Other
Intangible Assets, goodwill arising from the transaction is not being amortized.
Pursuant to the  requirements of SFAS No. 141, the effect of the acquisition did
not meet the criteria of a significant  acquisition,  and  therefore,  pro forma
disclosures are not presented in the audited consolidated financial statements.

     Integrated Management Services, Inc. - On August 11, 2004, we purchased all
of the outstanding stock of Integrated  Management Services,  Inc., or "IMSI," a
provider of high end,  mission  critical  information and securities  solutions,
based in  Arlington,  Virginia,  for a total  purchase  price of $29.0,  million
including  transaction  costs.  We financed the acquisition  through  borrowings
under our  existing  Credit  Facility.  Under  the  terms of the stock  purchase
agreement,  we  may  be  obligated  to  pay up to  $2.0  million  of  additional
consideration  if follow on work  related to a certain  government  contract was
awarded in the time frame set forth under the stock purchase agreement.  We have
communicated  to  the  seller  of  IMSI  our  determination  of  the  additional
consideration we believe is due, have received the seller's  response and intend
to further discuss the matter with the seller. The transaction was accounted for
in accordance with SFAS No. 141, Business Combinations, 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
identifiable  intangible  assets  consisted  of $5.9  million of  contracts  and
related customer  relationships with an expected weighted average useful life of
5 years.  The value of the contracts  and customer  relationships  is based,  in
part, on an independent  appraisal and other studies  performed by us.  Goodwill
recognized  from  this  acquisition  was  approximately  $20.6  million  and  is
deductible  for tax purposes due to a tax code  election made at the time of the
acquisition.  In  accordance  with SFAS No. 142,  Goodwill and Other  Intangible
Assets,  goodwill arising from the transaction is not being amortized.  Pursuant
to the  requirements of SFAS No. 141, the effect of the acquisition did not meet
the criteria of a significant acquisition,  and therefore, pro forma disclosures
are not presented in the audited consolidated financial statements.

     Milestone  Group,  LLC. - On October  14,  2005,  we  purchased  all of the
outstanding limited liability  membership  interests of Milestone Group, LLC, or
"Milestone,"  a  provider  of IT  professional  services,  based  in  Arlington,
Virginia,  for a total purchase price of $30.9  million,  including  transaction
costs. We financed the acquisition  through  cash-on-hand  and proceeds from the
sales of short term investments. The transaction was accounted for in accordance
with  SFAS  No.  141,  Business  Combinations,  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
identifiable  intangible  assets  consisted of $10.5  million of  contracts  and
related customer  relationships with an expected weighted average useful life of
8 years.  The value of the contracts and customer  relationships  is based on an
independent  appraisal and other studies  performed by us.  Goodwill  recognized
from this acquisition was approximately  $18.9 million and is deductible for tax
purposes. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets,
goodwill  arising from the transaction is not being  amortized.  Pursuant to the
requirements  of SFAS No. 141,  the effect of the  acquisition  did not meet the
criteria of a significant acquisition,  and therefore, pro forma disclosures are
not presented in the audited consolidated financial statements.


<PAGE>


         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, since
their operating  results are only included or excluded from our results from the
date of acquisition, as applicable.

     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>

                                                                          Years Ended
                                    ---------------------------------------------------------------------------------------
                                                                         December 31,
----------------------------------------------------------------------------------------------------------------------------
                                                 2005                         2004                         2003
                                                              (in thousands, except percentages)
<S>                                 <C>                   <C>         <C>             <C>      <C>              <C>
Revenues                            $   1,493,212         100.0%      $1,268,139      100.0%   $ 1,042,474      100.0%
Costs of revenues.............          1,276,627           85.5       1,093,470        86.2       897,264        86.1
                                    -------------     ----------      ----------    ---------  -----------     -------
   Gross profit...............            216,585           14.5         174,669        13.8       145,210        13.9
Costs and expenses:..........
   General and administrative.             76,691            5.1          65,964         5.2        58,647         5.6
   Amortization...............              3,015            0.2           2,676         0.2         2,450         0.2
                                    -------------     ----------      ----------    ---------  -----------     -------
Total operating expenses.......            79,706            5.3          68,640         5.4        61,097         5.8
                                    -------------     ----------      ----------    ---------  -----------     -------

Operating income..............            136,879            9.2         106,029         8.4        84,113         8.1
Other income, net.............              1,049            0.1            973           --            --          --
Merger related expenses.......              2,432            0.2              --          --            --          --
Secondary offering expenses                    --             --             240          --           852         0.1
Interest expense, net.........              8,883            0.6           7,769         0.7        24,244         2.3
Minority interest.............               (75)             --            (72)          --          (54)          --
                                    -------------     ----------      ----------    ---------  -----------     -------

Income before provision for
     income taxes.............            126,538            8.5          98,921         7.8        58,963         5.7
Provision for income taxes....             47,830            3.2          37,116         2.9        22,773         2.2
                                    -------------     ----------      ----------    ---------  -----------     -------
Net income ...................      $      78,708           5.3%      $   61,805        4.9%   $    36,190        3.5%
                                    =============     ==========      ==========    =========  ===========     =======
</TABLE>

         2005 compared with 2004

     Revenues

     For the year ended December 31, 2005, revenues increased by $225.1 million,
or 17.7%,  to $1.493 billion from $1.268 billion for the year ended December 31,
2004. The increase in revenues was attributable  primarily to organic growth. We
define  organic  growth as the  increase  in  revenues  excluding  the  revenues
associated  with  acquisitions,  divestitures  and  closures  of  businesses  in
comparable periods.  We believe organic growth is a useful supplemental  measure
to revenues.  Management  uses organic  growth as part of its evaluation of core
operating results and underlying  trends.  For the year ended December 31, 2005,
our  organic  growth was 14.9%,  or $188.4  million.  The  increase  in revenues
attributable  to organic growth was primarily  driven by growth in the following
business  areas:  task  orders in support of a wide range of federal  government
agencies  under our GSA ANSWER,  Millenia Lite - Area 3, and Logistic  Worldwide
contracts;  Aegis  Ballistic  Missile  Defense (BMD)  Program;  Stricom  Omnibus
Contract (STOC) including Military  Operations on Urban Terrain (MOUT); and task
orders under our Naval Sea Systems Command (NAVSEA) Multiple Award Contract.

Costs of Revenues

     For the year ended December 31, 2005, costs of revenues increased by $183.2
million, or 16.8%, to $1.277 billion from $1.093 billion for year ended December
31, 2004. The increase in costs of revenues was due in part to the corresponding
growth in revenues  resulting  from organic  growth and the increase in employee
headcount.  The majority of the increase in costs of revenues for the year ended
December  31, 2005 was due to increases  of $68.4  million and $82.9  million in
direct labor and other direct contract costs, respectively.

Gross Profit

     For the year ended  December  31,  2005,  gross  profit  increased by $41.9
million,  or 24.0%,  to $216.6  million  from $174.7  million for the year ended
December 31, 2004.  Gross profit as a percentage of revenues  increased to 14.5%
from 13.8% as a result of improvements to profit rates on certain contracts.

General and Administrative Expenses

     For the year ended December 31, 2005, general and  administrative  expenses
increased $10.7 million,  or 16.3%,  to $76.7million  from $66.0 million for the
year ended December 31, 2004. General and  administrative  expenses for the year
ended  December 31, 2004,  as a  percentage  of revenues  decreased to 5.1% from
5.2%. The dollar increase was primarily attributable to the corresponding growth
in revenues and additions to the allowance for  uncollectible  receivables.  The
decrease in general and administrative as a percentage of revenues was primarily
related to controlling our indirect costs.

Amortization

     For the year ended  December  31,  2005,  amortization  expenses  increased
$339,000,  or 12.7%,  to $3.0  million  from  $2.7  million  for the year  ended
December  31,  2004.  The  increase  in  amortization  expense  was a result  of
additional amortization related to intangible assets acquired in connection with
the purchase of Milestone.  Amortization  as a percentage  of revenues  remained
constant at 0.2%.

Operating Income

     For the year ended  December 31, 2005,  operating  income  increased  $30.9
million,  or 29.1%,  to $136.9  million  from $106.0  million for the year ended
December 31, 2004.  The increase in operating  income was  primarily a result of
the  corresponding  increase in revenues.  Operating  income as a percentage  of
revenues  increased  to 9.2% for the year ended  December 31, 2005 from 8.4% for
the year  ended  December  31,  2004.  The  increase  in  operating  income as a
percentage of revenues was primarily a result of controlling  our indirect costs
and an improvement to profit rates on certain contracts

Other Income

     For the year ended December 31, 2005, other income was $1.0 million as
compared to $973,000 for the year ended December 31, 2004. The 2005 other income
was primarily related to a $900,000 gain on a reversal of an acquisition
reserve. The 2004 other income was primarily related to a $899,000 gain on a
settlement agreement with the former shareholders of Sherikon.

Merger Related Expenses

     For the year ended  December 31, 2005,  merger  related  expenses were $2.4
million  compared to zero for the year ended  December 31, 2004. The increase in
merger  related  expenses  was a result of legal and  financial  advisory  costs
incurred  with the  planned  merger with  General  Dynamics  and a wholly  owned
subsidiary of General Dynamics

Interest Expense, Net

     For the year ended  December 31, 2005,  interest  expense,  net of interest
income,  increased $1.1 million, or 14.3%, to $8.9 million from $7.8 million for
the year ended  December  31,  2004.  The net  increase in interest  expense was
primarily  due to the higher  interest  rates on the Term Loan B during the year
ended  December 31, 2005.  During the year ended December 31, 2005, the interest
rate on the Term Loan B  borrowings  ranged  from 4.31% to 6.14%  compared  to a
range of 3.11% to 4.31% on the term loan  outstanding for the same period in the
prior  year.  For the year ended  December  31, 2005 and 2004,  interest  income
earned on short term  investments and cash-on-hand was $1.0 million and $31,000,
respectively.

Provision For Income Taxes

     Our  effective  tax rate for the year ended  December  31,  2005 was 37.8%,
compared with 37.5% for the year ended December 31, 2004. The 2005 effective tax
rate reflects a benefit for tax exempt interest, a benefit for current and prior
year state and local tax credits,  and an expense for nondeductible  transaction
costs.  The 2004 effective tax rate reflects a benefit for federal  research and
experimentation credits from amending prior years tax returns, state legislative
changes and a non-recurring  benefit from nontaxable other income resulting from
the settlement with the former owners of Sherikon.


<PAGE>


2004 compared with 2003

Revenues

     For the year ended December 31, 2004, revenues increased by $225.7 million,
or 21.6%,  to $1.268 billion from $1.042 billion for the year ended December 31,
2003.  The  increase  in revenues  was  attributable  to organic  growth and the
acquisitions  of STI and IMSI.  We define  organic  growth  as the  increase  in
revenues excluding the revenues  associated with acquisitions,  divestitures and
closures of businesses in comparable  periods.  We believe  organic  growth is a
useful supplemental  measure to revenue.  Management uses organic growth as part
of its evaluation of core operating results and underlying  trends. For the year
ended December 31, 2004, our organic growth was 14.2%,  or $146.3  million.  The
acquisitions  of STI and IMSI accounted for  approximately  $20.8 million of the
revenue  growth for the year ended  December 31, 2004.  The increase in revenues
attributable  to organic growth was primarily  driven by growth in the following
business  areas:  task  orders in support of a wide range of federal  government
agencies  under our GSA ANSWER and  Management  and  Business  Services  (MOBIS)
contracts;   Engineering   and  Technical   Services  for   Deploying   Enabling
Technologies  with the U.S. Navy;  engineering and technical support to the U.S.
Army's "Program Executive Office for Simulation,  Training and Instrumentation";
Foreign  Military  Sales  Logistics  support;  and task orders  under our NAVSEA
Multiple Award Contract.

Costs of Revenues

     For the year ended December 31, 2004, costs of revenues increased by $196.2
million, or 21.9%, to $1.093 billion from $897.3 million for year ended December
31, 2003. The increase in costs of revenues was due in part to the corresponding
growth in revenues  resulting from organic growth and the acquisition of STI and
IMSI and the  increase in employee  headcount.  The  majority of the increase in
costs of revenues  for the year ended  December 31, 2004 was due to increases of
$78.1 million and $76.5 million in direct labor and other direct contract costs,
respectively.

Gross Profit

     For the year ended  December  31,  2004,  gross  profit  increased by $29.5
million,  or 20.3%,  to $174.7  million  from $145.2  million for the year ended
December 31,  2003.  Gross  profit for the year ended  December  31, 2004,  as a
percentage of revenues remained relatively consistent.

General and Administrative Expenses

     For the year ended December 31, 2004, general and  administrative  expenses
increased  $7.3 million,  or 12.5%,  to $66.0 million from $58.6 million for the
year ended December 31, 2003. General and  administrative  expenses for the year
ended  December 31, 2004,  as a percentage  of revenues,  decreased to 5.2% from
5.6%.  This  decline in the  percentage  of  revenues  was driven  primarily  by
operational cost efficiencies achieved in connection with acquisitions and their
successful  integration.  The dollar increase was primarily  attributable to the
corresponding  growth in revenues and additional  expenses related to compliance
with provisions of, and rules promulgated in connection with, Section 404 of the
Sarbanes-Oxley Act of 2002.

Amortization

     For the year ended  December  31,  2004,  amortization  expenses  increased
$226,000, or 9.2%, to $2.7 million from $2.5 million for the year ended December
31,  2003.  The  increase in  amortization  expense  was a result of  additional
amortization  related to  intangible  assets  acquired  in  connection  with the
purchase of STI and IMSI.

Operating Income

     For the year ended  December 31, 2004,  operating  income  increased  $21.9
million,  or 26.1%,  to $106.0  million  from $84.1  million  for the year ended
December 31, 2003.  The increase in operating  income was  primarily a result of
the  corresponding  increase in revenues.  Operating  income as a percentage  of
revenues  increased  to 8.4% for the year ended  December 31, 2004 from 8.1% for
the year ended December 31, 2003. The increase in the percentage of revenues was
driven by the decline in the general and administrative expenses as a percentage
of revenues.

Other Income

     For the year ended December 31, 2004, other income was $973,000 as compared
to zero for the year ended  December 31, 2003.  The increase in other income was
primarily  related to a  settlement  agreement we entered into in July 2004 with
the former owners of Sherikon,  a company we acquired in October 2000. Under the
provisions of the settlement agreement, the principal amount of the subordinated
note  payable was reduced from $2.5  million to $1.35  million,  and we paid the
reduced  note  amount,  without  interest.  This  resulted  in other  income  of
approximately $899,000, net of legal expenses.

Interest Expense, Net

     For the year ended  December 31, 2004,  interest  expense,  net of interest
income,  decreased  $16.5 million,  or 68.0%, to $7.7 million from $24.2 million
for the year ended  December  31,  2003.  The  decrease in interest  expense was
primarily  due to the  repurchase  of our 12% Notes and the  refinancing  of our
Credit  Facility.  In December  2003, we reduced the balance on our 12% Notes to
approximately $1.9 million from $75.0 million by utilizing the proceeds from the
$150.0 million in Term Loan B borrowings made under the Credit Facility. In June
2004, we repurchased the remaining $1.9 million principal amount  outstanding of
our 12% Notes.  In  conjunction  with the  repurchase  in 2004, we paid a tender
premium of  $113,000  which was  included  in  interest  for 2004.  In 2003,  we
incurred a $7.2 million bond premium and consent  payment,  $300,000 of fees and
wrote off $2.6 million of deferred financing fees to interest expense.

Secondary Offering Expenses

     On October 29, 2004,  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,"  sold  3,600,000  shares of our common  stock in an  underwritten
offering pursuant to a shelf  registration  statement on Form S-3 filed with the
SEC  (Commission  File  No.  333-111249).  Neither  we nor any of our  executive
officers participated in the sale of shares in this offering. In connection with
this offering,  we incurred $240,000 of expenses for the year ended December 31,
2004,  for  which we were not  reimbursed  in  accordance  with the terms of our
registration rights agreement with certain of our stockholders, as amended.

     On September 22, 2003, certain of our stockholders, including Caxton-Iseman
stockholders,  sold  6,600,000  shares of our  common  stock in an  underwritten
offering  pursuant to a  registration  statement  on Form S-3 filed with the SEC
(Commission File Nos. 333-108147 and 333-108858). In the fourth quarter of 2003,
the  underwriters  of this offering  partially  exercised  their  over-allotment
option with respect to additional shares held by the selling stockholders.  As a
result,  on October  16,  2003,  certain  of the  selling  stockholders  sold an
additional  297,229 shares of our common stock in a second  closing  pursuant to
the same underwritten  offering.  In connection with this offering,  we incurred
approximately  $852,000 of expenses for the year ended December 31, 2003,  which
amounts were reimbursed by certain of the selling  stockholders  and recorded by
us as an expense and a contribution to additional paid-in capital.

Provision For Income Taxes

     Our  effective  tax rate for the year ended  December  31,  2004 was 37.5%,
compared with 38.6% for the year ended December 31, 2003. The 2004 effective tax
rate reflects a benefit for federal  research and  experimentation  credits from
amending prior years tax returns,  state legislative changes and a non-recurring
benefit from  nontaxable  other income  resulting from the  settlement  with the
former owners of Sherikon, which resulted in a stock basis difference, for which
a deferred tax liability was not required to be recorded.

Liquidity and Capital Resources

Cash Flow for the Years Ended December 31, 2005 and 2004

     We  generated  $90.0  million  in cash from  operations  for the year ended
December 31,  2005.  By  comparison,  we  generated  $18.2  million in cash from
operations for the year ended December 31, 2004.  Accounts receivable Days Sales
Outstanding, or "DSO," decreased to 76 days for the year ended December 31, 2005
from 82 days for the year ended  December 31, 2004. The 6 day decrease in DSO is
largely  attributable to our improved billing and collection  process.  Contract
receivables  increased  $14.5  million  to  $331.8  million  for the year  ended
December 31, 2005 as compared to $317.3  million for the year ended December 31,
2004. Accounts receivable at December 31, 2005 represented 47.5% of total assets
at that date. As a result of our acquisition of Milestone,  accounts  receivable
increased by approximately $4.2 million. The remaining increase was attributable
to the overall growth of our business. For the year ended December 31, 2005, net
cash used in investing  activities was $74.7 million,  which was attributable to
our  acquisition of Milestone and the purchases of short term  investments.  Net
cash used by financing  activities was $10.3 million for the year ended December
31, 2005. Cash used by financing  activities was primarily  related to the $19.8
million  paydown of the revolver  balance  under our existing  Credit  Facility,
offset in part by $11.3 million in cash received from financing  activities from
the issuance of common stock during 2005.

     On  September  30, 2004,  we entered into a second  amendment to our Credit
Facility.  This amendment  provided an additional  $16.1 million of borrowing by
increasing our Term Loan B to $165.0 million,  and lowered the interest rates on
Term Loan B borrowings by 0.25%.  The additional $16.1 million in borrowings did
not reduce  the $200.0  million in  potential  additional  borrowings  described
below.  As of December  31, 2005,  total debt  outstanding  was $162.9  million,
consisting  of $162.9  million  of Term Loan B, and zero  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, 2005
were $194.8  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 B. For
the years ended  December 31, 2005 and 2004,  we did not have to prepay  amounts
specified in our Credit Facility as related to annual excess cash flow.

     Prior to September  30, 2004,  our Credit  Facility  provided,  among other
things,  a Term Loan B in the amount of $150.0  million with a maturity  date of
December 31, 2010,  and the extension of the maturity date of the revolving loan
portion of our Credit  Facility to December  31, 2008.  In addition,  the Credit
Facility  permitted us to raise up to $200.0  million of additional  debt in the
form of additional term loans, subordinated debt or revolving loans with certain
restrictions on the amount of revolving  loans.  All borrowings under our Credit
Facility  are subject to  financial  covenants  customary  for such  financings,
including,  but not limited to:  maximum ratio of net debt to EBITDA and maximum
ratio of senior debt to EBITDA, as defined in the Credit Facility.  For the year
ended  December  31,  2005,  we complied  with all of the  financial  covenants.
Additionally,  as  a  result  of  changes  made  in  the  second  amendment  and
restatement,  revolving  loans are now based upon an asset test or maximum ratio
of net eligible  accounts  receivable  to  revolving  loans.  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  principal  working  capital need is for funding  accounts  receivable,
which has increased with the growth of our business. For the year ended December
31, 2005,  working  capital  increased by $48.6  million to $217.8  million from
$169.2  million for the year ended  December 31,  2004.  The increase in working
capital was primarily the result of growth of our business that  generated  cash
that was held on hand and in short term  investments.  Our principal  sources of
cash to fund our working  capital needs are cash generated  from  operations and
borrowings  under our Credit  Facility.  In  addition,  we are  scheduled to pay
quarterly  installments  of  $412,500  under the Term  Loan B until  the  Credit
Facility  matures on December 31, 2010. As of December 31, 2005, we did not have
any capital commitments greater than $1.0 million.

     We  have   relatively   low  capital   investment   requirements.   Capital
expenditures were $6.4 million and $4.0 million for the years ended December 31,
2005 and 2004,  respectively,  primarily for leasehold  improvements  and office
equipment.

     Our business  acquisition  expenditures  relating to  Milestone  were $30.9
million in 2005. The acquisition was financed through  cash-on-hand and proceeds
from the sales of short  term  investments.  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.

     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.


<PAGE>


Off-Balance Sheet Arrangements and Aggregate Contractual Obligation

     We use  off-balance  sheet  financing,  primarily  to finance  the lease of
operating  facilities  and  certain  capital  items.  Operating  leases are used
primarily to finance computers,  servers, phone systems, and to a lesser extent,
other fixed assets,  such as  furnishings.  As of December 31, 2005, we financed
equipment with an original cost of approximately $19.4 million through operating
leases. Had we not used operating leases, we would have used our existing Credit
Facility to purchase these assets. In addition, our offices,  warehouse and shop
facilities  are obtained  through  operating  leases.  Other than the  operating
leases  described above, we do not have any other  off-balance  sheet financing.
The following table provides  information (in thousands) as of December 31, 2005
regarding our off-balance sheet arrangements and contractual obligations.

<TABLE>
<CAPTION>

                                                                 Payments due by period (in thousands)
                                             -------------------------------------------------------------------------------

                                                               Less than                                      More than 5
           Contractual Obligations               Total           1 year         1-3 year       3-5 years          years
                                                 -----           ------         --------       ---------      -------------
<S>                                          <C>               <C>              <C>            <C>               <C>
           Long-term debt                    $  162,938        $   1,650        $   3,300      $   3,300         $  154,688
           Capital lease obligations                362              140              207             15                 --
           Operating leases                     155,879           29,540           43,834         28,423             54,082
           Other long-term liabilities            6,529               --              262          1,595              4,672
                                              -------------     ----------      ----------     -----------     ------------
           Total                             $  325,708        $  31,330        $  47,603      $   33,333        $  213,442
                                              =============     ==========      ==========     ===========     ============
</TABLE>

Inflation

     We do not believe that inflation has had a material  effect on our business
in 2005,  2004,  or 2003 as our  contract  billing  rates  typically  have taken
inflation into account.

         Recent Accounting Pronouncements

     In May 2005, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 154, Accounting Changes and Error Corrections,  a replacement of APB Opinion
No. 20,  "Accounting  Changes" and FASB  Statement No. 3,  Reporting  Accounting
Changes in Interim Financial  Statements.  SFAS No. 154 applies to all voluntary
changes in an accounting  principle and changes the  requirements for accounting
for and reporting a change in an accounting principle. SFAS No. 154 requires the
retrospective  application to prior periods' financial  statements of the direct
effect  of  a  voluntary  change  in  an  accounting   principle  unless  it  is
impracticable.  APB No. 20 required that most voluntary changes in an accounting
principle be recognized by including  the  cumulative  effect of changing to the
new  accounting  principle  in net income for the first  quarter of the year for
which the change  occurred.  FASB  stated that SFAS No. 154  improves  financial
reporting  because  its  requirements   enhance  the  consistency  of  financial
information between periods.  Unless early adoption is elected,  SFAS No. 154 is
effective for fiscal years beginning after December 15, 2005.  Early adoption is
permitted for fiscal years  beginning  after June 1, 2005. SFAS No. 154 does not
change the  transition  provisions  of any existing  accounting  pronouncements,
including those that are in a transition  phase as of the effective date of this
statement.  The Company  believes  the  adoption of SFAS No. 154 will not have a
significant impact on our consolidated financial statements.

     In December  2004,  the FASB issued SFAS No. 153,  Exchanges of Nonmonetary
Assets.  This statement amends Accounting  Principles Board (APB) Opinion No. 29
to improve financial reporting by eliminating certain narrow differences between
the FASB's and the  International  Accounting  Standards Board's (IASB) existing
accounting standards for nonmonetary exchanges of similar productive assets. The
provisions of this statement  shall be  prospectively  applied and are effective
for nonmonetary asset exchanges occurring in fiscal periods beginning after June
15,  2005.  The Company  believes the  adoption of this  statement  will have no
impact on the Company's financial condition or results of operations.

     In December 2004, the FASB issued SFAS No. 123 (Revised 2004),  Share Based
Payment.  (SFAS No. 123R), which amends SFAS No. 123, Accounting for Stock-Based
Compensation  and SFAS No. 95,  Statement of Cash Flows.  SFAS No. 123R requires
all companies to measure  compensation cost for all share-based payments at fair
value,  and will be effective for public  companies with fiscal years  beginning
after July 1, 2005.  This new standard  may be adopted in one of three ways:  a)
the  modified  prospective  transition  method,  b) the  modified  retrospective
transition  method - the  beginning  of the annual  period of adoption or c) the
modified retrospective transition method by restating all periods presented. The
Company  intends  to adopt  SFAS  No.  123R  using  the  modified  retrospective
transition method in the first quarter of 2006.


<PAGE>


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

     We have  interest  rate  exposure  relating  to  certain  of our  long-term
obligations.  The interest  rates on both the Term Loan B and the revolving loan
portion of our Credit Facility are affected by changes in market interest rates.
We manage these  fluctuations by reducing the amount of outstanding debt through
cash flow by focusing on billing and collecting our accounts receivable.

     During the year ended December 31, 2004, the last of our interest rate swap
agreements,  with a  notional  value  of  $10.0  million,  matured.  We are  not
currently  contemplating any future interest rate swap agreements.  However,  as
market conditions change, we will reevaluate our position.

     A 1% change in interest  rates on variable rate debt would have resulted in
our interest  expense  fluctuating by $1.7 million and $1.6 million for the year
ended December 31, 2005 and 2004, 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  registered public accounting
firm 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.

Item 9A.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

     Our management,  with the  participation of our chief executive officer and
chief financial officer (our principal executive officer and principal financial
officer,  respectively),  evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rules  13a-15(e) and 15d-15(e)  under the Exchange
Act) as of December  31, 2005.  Based on this  evaluation,  our chief  executive
officer and chief financial officer concluded that, as of December 31, 2005, our
disclosure  controls and  procedures  were (1) designed to ensure that  material
information  relating to us,  including our consolidated  subsidiaries,  is made
known to our chief  executive  officer  and chief  financial  officer  by others
within those entities,  particularly  during the period in which this report was
being prepared and (2) effective, in that they provide reasonable assurance that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded,  processed,  summarized and reported  within
the time periods  specified  in the U.S.  Securities  and Exchange  Commission's
rules and forms.

Changes in Internal Control over Financial Reporting

     No change in our internal  control over financial  reporting (as defined in
Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act)  occurred  during the
quarter ended December 31, 2005 that has materially  affected,  or is reasonably
likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

     Our management is responsible for  establishing  and  maintaining  adequate
internal control over financial  reporting,  as defined in Rule 13a-15(f) of the
Exchange. Our management,  with the participation of our chief executive officer
and chief  financial  officer (our  principal  executive  officer and  principal
financial  officer,  respectively),  assessed the  effectiveness of our internal
control over financial  reporting  based on the framework in Internal  Control -
Integrated Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO Framework").  Management excluded from its assessment
of the effectiveness of the Company's internal control over financial  reporting
as of December 31, 2005,  Milestone's  internal control over financial reporting
associated  with total assets of $3.9 million and total revenues of $4.6 million
included in the consolidated  financial  statements of the Company as of and for
the year  ended  December  31,  2005.  Based on our  assessment  under  the COSO
Framework,  our management  concluded  that our internal  control over financial
reporting was effective as of December 31, 2005.

     It should be noted that any system of controls,  however well  designed and
operated,  can provide only  reasonable,  and not absolute,  assurance  that the
objectives  of the system  will be met. In  addition,  the design of any control
system is based in part upon certain assumptions about the likelihood of certain
events.  Because of these and other  inherent  limitations  of control  systems,
there is only  reasonable  assurance that our controls will succeed in achieving
their goals under all potential future conditions.

     Our  independent  registered  public  accounting  firm, KPMG LLP, issued an
attestation  report on our management's  assessment of the  effectiveness of our
internal control over financial reporting as of December 31, 2005, which appears
below.


<PAGE>


Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Anteon International Corporation:

     We have  audited  management's  assessment,  included  in the  accompanying
Management's  Report on Internal  Controls over Financial  Reporting that Anteon
International  Corporation and subsidiaries (the "Company") maintained effective
internal control over financial  reporting as of December 31, 2005, based on the
criteria  established in Internal  Control--Integrated  Framework  issued by the
Committee of Sponsoring  Organizations of the Treadway Commission  (COSO)".  The
Company's  management is responsible for maintaining  effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's  assessment  and an opinion on the  effectiveness  of the Company's
internal control over financial reporting based on our audit.

     We  conducted  our audit in  accordance  with the  standards  of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and  perform  the audit to obtain  reasonable  assurance  about  whether
effective  internal  control over  financial  reporting  was  maintained  in all
material  respects.  Our audit included  obtaining an  understanding of internal
control over financial reporting,  evaluating management's  assessment,  testing
and evaluating the design and operating  effectiveness of internal control,  and
performing   such  other   procedures   as  we   considered   necessary  in  the
circumstances.  We believe that our audit  provides a  reasonable  basis for our
opinion.

     A company's internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with U.S. generally accepted accounting principles. A company's internal control
over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail,  accurately and fairly
reflect the  transactions  and  dispositions  of the assets of the company;  (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit  preparation of financial  statements in accordance  with U.S.  generally
accepted  accounting  principles,  and that  receipts  and  expenditures  of the
company are being made only in accordance with  authorizations of management and
directors  of the  company;  and  (3)  provide  reasonable  assurance  regarding
prevention or timely detection of unauthorized acquisition,  use, or disposition
of the  company's  assets  that could have a  material  effect on the  financial
statements.

     Because  of its  inherent  limitations,  internal  control  over  financial
reporting  may not prevent or detect  misstatements.  Also,  projections  of any
evaluation  of  effectiveness  to future  periods  are  subject to the risk that
controls may become  inadequate  because of changes in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.

     In  our  opinion,  management's  assessment  that  the  Company  maintained
effective internal control over financial  reporting as of December 31, 2005, is
fairly stated, in all material  respects,  based on the criteria  established in
Internal  Control--Integrated  Framework  issued by the  Committee of Sponsoring
Organizations  of the Treadway  Commission  (COSO).  Also,  in our opinion,  the
Company  maintained,  in all material respects,  effective internal control over
financial  reporting as of December 31, 2005, based on the criteria  established
in Internal Control--Integrated  Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).

     The Company acquired  Milestone Group, LLC.  ("Milestone") in October 2005,
and  management  excluded  from  its  assessment  of  the  effectiveness  of the
Company's  internal  control over  financial  reporting as of December 31, 2005,
Milestone's  internal  control over financial  reporting  associated  with total
assets of $3.9  million  and total  revenues  of $4.6  million  included  in the
consolidated  financial  statements  of the Company as of and for the year ended
December 31, 2005. Our audit of internal control over financial reporting of the
Company  also  excluded an  evaluation  of the internal  control over  financial
reporting of Milestone.

     We also have  audited,  in  accordance  with the  standards  of the  Public
Company  Accounting  Oversight Board (United States),  the consolidated  balance
sheets  of the  Company  as of  December  31,  2005 and  2004,  and the  related
consolidated  statements of operations,  stockholders'  equity and comprehensive
income,  and cash  flows for each of the years in the  three-year  period  ended
December 31, 2005,  and our report dated March 16, 2006 expressed an unqualified
opinion on those consolidated financial statements.

KPMG LLP

McLean, Virginia
March 16, 2006


<PAGE>


                                    PART III

                                                                   MANAGEMENT

     Item 9B. Other Information

         None

     Item 10. Directors and Executive Officers of the Registrant

     The information required by this item is incorporated by reference from our
definitive  proxy statement to be filed not later than 120 days after the end of
the  fiscal  year  covered  by this  Annual  Report  on Form  10-K  pursuant  to
Regulation 14A.

     Item 11. Executive Compensation

     The information required by this item is incorporated by reference from our
definitive  proxy statement to be filed not later than 120 days after the end of
the  fiscal  year  covered  by this  Annual  Report  on Form  10-K  pursuant  to
Regulation 14A.

     Item 12. Security Ownership of Certain Beneficial Owners and Management

     The information required by this item is incorporated by reference from our
definitive proxy statement to be filed not later than 120 days after the end of
the fiscal year covered by this Annual Report on Form 10-K pursuant to
Regulation 14A.

     Item 13. Certain Relationships and Related Transactions

     The information required by this item is incorporated by reference from our
definitive  proxy statement to be filed not later than 120 days after the end of
the  fiscal  year  covered  by this  Annual  Report  on Form  10-K  pursuant  to
Regulation 14A.

     Item 14. Principal Accountants Fees and Services

     The information required by this item is incorporated by reference from our
definitive  proxy statement to be filed not later than 120 days after the end of
the  fiscal  year  covered  by this  Annual  Report  on Form  10-K  pursuant  to
Regulation 14A.



<PAGE>

<TABLE>
<CAPTION>

                                     PART IV


Item 15.  Exhibits and Financial Statement Schedules

                                                                                                      Page Number
                                                                                                        in 2005
                                                                                                     Annual Report
     ------------------------------------------------------------------------------------------ ------------------------
     (a) 1.       Financial Statements

<S>                                                                                                         <C>
                  Report of Independent Registered Public Accounting Firm                                 F-1

                  Consolidated Balance Sheets as of December 31, 2005 and 2004                            F-2

                  Consolidated  Statements  of  Operations  for  Each  of  the  Years  in  the
                  Three-Year Period Ended December 31, 2005                                               F-3

                  Consolidated Statements of Stockholders' Equity and
                  Comprehensive Income for Each of the Years in the Three-Year
                  Period Ended December 31, 2005 F-4

                  Consolidated Statements of Cash Flows for Each of the Years in
                  the Three-Year Period Ended December 31, 2005 F-5 - F-6

                  Notes to Consolidated Financial Statements                                          F-7 - F-29

     (a) 2.       Financial Statement Schedule

                  Valuation and Qualifying Accounts                                                       S-2


</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                   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

Date: March 16, 2006                                   By: /s/: Joseph M. Kampf
--------------------                                      ----------------------
                                 Joseph M. Kampf
                                                            President and Chief Executive Officer

         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.

                             Name                                           Title                               Date
<S>                                                                                                          <C> <C>
       /s/:  JOSEPH M. KAMPF                                                                           March 16, 2006
       ------------------------------------                                                            --------------
            Joseph M. Kampf                              President and Chief Executive Officer
                                                         and Director  (Principal Executive Officer)

       /s/:  CHARLES S. REAM                                                                           March 16, 2006
       ------------------------------------                                                            --------------
            Charles S. Ream                              Executive Vice President and Chief
                                                         Financial Officer (Principal Financial and
                               Accounting Officer)

       ------------------------------------
            Frederick J. Iseman                          Chairman of the Board and Director

       /s/:  GILBERT F. DECKER                                                                         March 16, 2006
       ------------------------------------                                                            --------------
            Gilbert F. Decker                            Director

       /s/:  ROBERT A. FERRIS                                                                          March 16, 2006
       ------------------------------------                                                            --------------
            Robert A. Ferris                             Director

       /s/:  PAUL G. KAMINSKI                                                                          March 16, 2006
       ------------------------------------                                                            --------------
            Paul G. Kaminski                             Director

       /s/:  STEVEN M. LEFKOWITZ                                                                       March 16, 2006
       ------------------------------------                                                            --------------
            Steven M. Lefkowitz                          Director

       /s/:  HENRY HUGH SHELTON                                                                        March 16, 2006
       ------------------------                                                                        --------------
            Henry Hugh Shelton                           Director

       ------------------------------------
            William J. Perry                             Director

       /s/:  PAUL DAVID MILLER                                                                         March 16, 2006
       ------------------------------------                                                            --------------
            Paul David Miller                            Director

       /s/:  PAUL J. KERN                                                                              March 16, 2006
       ------------------------------------                                                            --------------
            Paul J. Kern                                 Director

       /s/:  MICHAEL T. SMITH                                                                          March 16, 2006
       ------------------------------------                                                            --------------
            Michael T. Smith                             Director

</TABLE>
<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)).

               2.3  Agreement and Plan of Merger, dated as of December 13, 2005,
                    by  and  among  Anteon  International  Corporation,  Avenger
                    Acquisition  Corporation and General Dynamics  (incorporated
                    by  reference  to  Exhibit  10.1  to  Anteon   International
                    Corporation's  Current  Report on Form 8-K filed on December
                    14, 2005

               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).

               4.7  Sixth  Supplemental  Indenture,  dated as of March 15, 2002,
                    among Anteon  International  Corporation  (formerly  Azimuth
                    Technologies,   Inc.),   a  Delaware   corporation,   Anteon
                    International  Corporation (formerly Anteon Corporation),  a
                    Virginia  corporation,  and The Bank of New York, as trustee
                    (incorporated   by   reference  to  Exhibit  4.2  of  Anteon
                    International  Corporation's  Quarterly  Report on Form 10-Q
                    filed on May 14, 2002).

               4.8  Seventh  Supplemental  Indenture,  dated as of May 23, 2003,
                    among Anteon  International  Corporation  (formerly  Azimuth
                    Technologies,  Inc.) and The Bank of New York,  as  trustee.
                    (incorporated   by   reference  to  Exhibit  4.8  to  Anteon
                    International  Corporation's  Annual Report on Form 10-K for
                    the fiscal  year ended  December  31, 2003 filed on March 8,
                    2004).

               4.9  Eighth Supplemental Indenture, dated as of December 5, 2003,
                    among Anteon International Corporation,  Anteon Corporation,
                    Information  Spectrum,  Inc.  and The Bank of New  York,  as
                    trustee. (incorporated by reference to Exhibit 4.9 to Anteon
                    International  Corporation's  Annual Report on Form 10-K for
                    the fiscal  year ended  December  31, 2003 filed on March 8,
                    2004).

               4.10 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)).

               4.11 Amendment  No. 1,  dated as of  September  3,  2003,  to the
                    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
                    4.5  to   Anteon   International   Corporation's   Form  S-3
                    Registration   Statement   filed  on   December   17,   2003
                    (Commission File No. 333-111249)).

               4.12 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).

               10.1 Second  Amendment,  dated as of September  30, 2004,  to the
                    Amended and Restated Credit Agreement,  dated as of December
                    19, 2003 among  Anteon  International  Corporation,  Bank of
                    America,   N.A.,   and   Citizens   Bank   of   Pennsylvania
                    (incorporated   by  reference  to  Exhibit  10.1  to  Anteon
                    International  Corporation's  Quarterly  Report on Form 10-Q
                    filed on November 3, 2004).

               10.11Amended and Restated Credit  Agreement,  dated as of October
                    21,  2002,  to the  Credit  Agreement,  dated as of June 23,
                    1999, among Anteon International Corporation,  Credit Suisse
                    First Boston,  Mellon Bank,  N.A.,  Duetsche Bank AG and the
                    lenders named therein  (incorporated by reference to Exhibit
                    10.11 to Anteon International Corporation's Annual Report on
                    Form 10-K for the fiscal year ended  December 31, 2002 filed
                    on March 11, 2003).

               10.12Amendment  Agreement,  dated as of December  19, 2003 to the
                    Amended and Restated Credit  Agreement,  dated as of October
                    21, 2002,  among Anteon  International  Corporation,  Anteon
                    Corporation, Credit Suisse First Boston and Citizens Bank of
                    Pennsylvania. (incorporated by reference to Exhibit 10.12 to
                    Anteon  International  Corporation's  Annual  Report on Form
                    10-K for the fiscal  year ended  December  31, 2003 filed on
                    March 8, 2004).

               10.15Security 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)).

               10.16Amended 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).

               10.17Stock  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)).

               10.22Form   of   Amended   and   Restated   Executive   Agreement
                    (incorporated   by  reference  to  Exhibit  10.1  to  Anteon
                    International Corporation's Current Report on Form 8-K filed
                    on January 25, 2006).

               10.24Amendment  No.  1  to  the  Rights  Agreement  dated  as  of
                    December  31,  2005  by  and  between  Anteon  International
                    Corporation  and American  Stock  Transfer and Trust Company
                    (incorporated   by  reference  to  Exhibit  10.2  to  Anteon
                    International Corporation's Current Report on Form 8-K filed
                    on December 14, 2005).

               21.1 Subsidiaries of the Registrant.

               23.1 Consent of KPMG LLP.

               31.1 Certification  of the Chief  Executive  Officer  pursuant to
                    Rule  13a-14 of the  Exchange  Act,  as adopted  pursuant to
                    Section  302  of  the  Sarbanes-Oxley  Act  of  2002  (filed
                    herewith).

               31.2 Certification  of the Chief  Financial  Officer  pursuant to
                    Rule  13a-14 of the  Exchange  Act,  as adopted  pursuant to
                    Section  302  of  the  Sarbanes-Oxley  Act  of  2002  (filed
                    herewith).

               32.1 Certification  of the Chief  Executive  Officer  pursuant to
                    Rule  13a-14(b) of the  Exchange  Act and 18 U.S.C.  Section
                    1350,   as  adopted   pursuant   to   Section   906  of  the
                    Sarbanes-Oxley Act of 2002 (furnished herewith).

               32.2 Certification  of the Chief  Financial  Officer  pursuant to
                    Rule  13a-14(b) of the  Exchange  Act and 18 U.S.C.  Section
                    1350,   as  adopted   pursuant   to   Section   906  of  the
                    Sarbanes-Oxley Act of 2002 (furnished herewith).



<PAGE>


                                       F-1


             Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Anteon International Corporation:

We  have  audited  the  accompanying   consolidated  balance  sheets  of  Anteon
International  Corporation and  subsidiaries  (the "Company") as of December 31,
2005  and  2004,  and  the  related   consolidated   statements  of  operations,
stockholders' equity and comprehensive income (loss), and cash flows for each of
the years in the three-year  period ended December 31, 2005. 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 the standards of the Public  Company
Accounting Oversight Board (United States). 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 the Company as of
December 31, 2005 and 2004,  and the results of their  operations and their cash
flows for each of the years in the three-year period ended December 31, 2005, in
conformity with U.S. generally accepted accounting principles.

Our audits  were  performed  for the  purpose of forming an opinion on the basic
consolidated   financial   statements  taken  as  a  whole.  The   supplementary
information  included in Schedule II is  presented  for  purposes of  additional
analysis  and  is  not a  required  part  of the  basic  consolidated  financial
statements.  Such  information  has been  subjected to the  auditing  procedures
applied in the audits of the basic consolidated financial statements and, in our
opinion,  is fairly  stated in all  material  respects  in relation to the basic
consolidated financial statements taken as a whole

We also have  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the effectiveness of the Company's
internal control over financial  reporting as of December 31, 2005, based on the
criteria  established in Internal  Control--Integrated  Framework  issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our
report dated March 16, 2006,  expressed an unqualified  opinion on  management's
assessment of, and the effective  operation of, internal  control over financial
reporting.

KPMG LLP

McLean, Virginia
March 16, 2006


<PAGE>


<TABLE>
<CAPTION>


                 ANTEON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                            (a Delaware Corporation)
                           Consolidated Balance Sheets
                           December 31, 2005 and 2004
                 (in thousands, except share and per share data)

         Assets                                                                             2005               2004
                                                                                      =================   ===============
 Current assets:
<S>                                                                                      <C>                 <C>
       Cash and cash equivalents                                                         $    9,048          $   4,103
       Short term investments                                                                37,460                 --
       Accounts receivable, net                                                             331,809            317,296
       Prepaid expenses and other current assets                                             17,182             17,205
       Deferred tax assets, net                                                                  71                 --
                                                                                      -----------------   ---------------
 Total current assets                                                                       395,570            338,604

 Property and equipment, net                                                                 15,107             12,920
 Goodwill                                                                                   260,834            242,066
 Intangible and other assets, net of accumulated amortization of $13,818 and
   $10,902, respectively                                                                     26,434             19,836
                                                                                      -----------------   ---------------
 Total assets                                                                            $  697,945          $ 613,426
                                                                                      =================   ===============
         Liabilities and Stockholders' Equity
 Current liabilities:
       Term Loan B, current portion                                                           1,650              1,650
       Obligations under capital leases, current portion                                        121                196
       Accounts payable                                                                      28,319             46,430
       Accrued expenses                                                                     110,638            102,593
       Income tax payable                                                                     9,973              1,556
       Deferred compensation                                                                  2,009                808
       Deferred tax liability                                                                    --              2,448
       Deferred revenue                                                                      25,080             13,764
                                                                                      -----------------   ---------------
 Total current liabilities                                                                  177,790            169,445

 Term Loan B, less current portion                                                          161,288            162,938
 Revolving credit facility                                                                       --             19,800
 Obligations under capital leases, less current portion                                         210                310
 Noncurrent deferred tax liabilities, net                                                     8,675              8,460
 Other long term liabilities                                                                  6,529              4,915
                                                                                      -----------------   ---------------
 Total liabilities                                                                          354,492            365,868

 Minority interest in subsidiaries                                                              357                282
 Stockholders' equity:
 Preferred stock, $0.01 par value, 15,000,000 shares authorized, zero issued and
   outstanding as of December 31, 2005 and 2004                                                  --                 --
 Common stock, $0.01 par value, 175,000,000 shares authorized and 37,238,974 and
   36,218,476 shares issued and outstanding as of December 31, 2005 and 2004,
   respectively                                                                                 372                362
 Additional paid-in capital                                                                 143,851            126,508
 Accumulated other comprehensive income                                                          13                254
 Retained earnings                                                                          198,860            120,152
                                                                                      -----------------   ---------------
 Total stockholders' equity                                                                 343,096            247,276
                                                                                      -----------------   ---------------
 Commitments and contingencies
 Total liabilities and stockholders' equity                                              $  697,945          $ 613,426
                                                                                      =================   ===============

       See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                          ANTEON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                                                      (a Delaware Corporation)
                                                Consolidated Statements of Operations
                                            Years ended December 31, 2005, 2004 and 2003
                                           (in thousands, except share and per share data)


                                                              2005                2004              2003
                                                        -----------------    ---------------    --------------

<S>                                                     <C>                  <C>                <C>
    Revenues                                            $     1,493,212      $   1,268,139      $   1,042,474
    Costs of revenues                                         1,276,627          1,093,470            897,264
                                                        -----------------    ---------------    --------------
                      Gross profit                              216,585            174,669            145,210
                                                        -----------------    ---------------    --------------

    Operating Expenses:
         General and administrative expenses                     76,691             65,964             58,647
         Amortization of noncompete agreements                      165                167                101
         Other intangibles amortization                           2,850              2,509              2,349
                                                         -----------------    ---------------    --------------
                      Total operating expenses                   79,706             68,640             61,097
                                                         -----------------    ---------------    --------------
                      Operating income                          136,879            106,029             84,113
    Other income                                                  1,049                973                 --

    Merger related expenses                                       2,432                 --                 --
    Secondary offering expenses                                      --                240                852
    Interest expense, net of interest income of
      $1,271, $277, and $239, respectively                        8,883              7,769             24,244
    Minority interest in earnings of subsidiaries                  (75)               (72)               (54)
                                                         -----------------    ---------------    --------------
    Income before provision for income taxes                    126,538             98,921             58,963

    Provision for income taxes                                   47,830             37,116             22,773
                                                         -----------------    ---------------    --------------

                      Net income                        $        78,708      $      61,805      $      36,190
                                                         =================    ===============    =============
    Basic earnings per common share                     $          2.14      $        1.73      $        1.04
                                                         =================    ===============    =============
    Basic weighted average shares outstanding                36,810,863         35,716,669         34,851,281

    Diluted earnings per common share                   $          2.08      $        1.66      $        0.98
                                                         =================    ===============    =============
    Diluted weighted average shares outstanding              37,810,144         37,267,375         36,925,488

           See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>


<TABLE>
<CAPTION>


                                          ANTEON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                                                      (a Delaware Corporation)

                           Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss)

                                            Years ended December 31, 2005, 2004 and 2003
                                                  (in thousands, except share data)

                                                                      Stock      Additional   Accumulated     Retained    Total
                                                  All series       Subscription   Paid-In       Other         Earnings Stockholders'
                                                  Common stock      Receivable    Capital    Comprehensive                Equity
                                                                                              Income (Loss)
------------------------------------------- --------------------- -------------- ------------ ------------- ------------- --------
                                               Shares     Amount
                                              ---------  --------
Balance, December 31, 2002                  34,419,049       344         (12)      106,849          (509)        22,157      128,829
Exercise of stock options                      935,947        10           --        4,878             --            --        4,888
Tax benefit from exercise of stock options          --        --           --        3,281             --            --        3,281
Stock based compensation expense                                                         3                                         3
Proceeds from certain stockholders                                                     852                                       852
related to        secondary offering
Write-off uncollectible stock subscription                                 12                                                     12
Comprehensive income (loss):
   Interest rate swaps (net of tax of               --        --           --           --            324            --          324
   $209)
   Foreign currency translation                     --        --           --           --            113            --          113
   Net income                                       --        --           --           --             --        36,190       36,190
                                            -----------  --------   ---------   -----------     -----------   ---------   ----------
Comprehensive income                                --        --           --           --            437        36,190       36,627

Balance, December 31, 2003                  35,354,996    $  354       $   --     $115,863       $   (72)     $  58,347    $ 174,492
                                            -----------  --------   ---------   -----------     -----------   ---------   ----------
Exercise of stock options                      863,480         8           --        5,571             --            --        5,579
Tax benefit from exercise of stock options          --        --           --        5,127             --            --        5,127
Stock based compensation expense                    --        --           --            5             --            --            5
Purchase of  treasury stock under ESPP              --        --           --      (1,079)             --            --      (1,079)
Reissuance of treasury stock under ESPP             --        --           --        1,021             --            --        1,021
Comprehensive income :
  Interest rate swaps (net of tax of $89)           --        --           --           --            141            --          141
  Foreign currency translation                      --        --           --           --            185            --          185
  Net income                                        --        --           --           --             --        61,805       61,805
                                            -----------  --------   ---------   -----------     -----------   ---------   ----------
Comprehensive income                                --        --           --           --            326        61,805       62,131
                                            -----------  --------   ---------   -----------     -----------   ---------   ----------
Balance, December 31, 2004                  36,218,476    $  362       $   --     $126,508       $    254    $  120,152    $ 247,276
                                            -----------  --------   ---------   -----------     -----------   ---------   ----------
Exercise of stock options                    1,013,498        10           --       11,425             --            --       11,435
Issuance of restricted shares                    7,000        --           --           --             --            --           --
Tax benefit from exercise of stock options          --        --           --        5,978             --            --        5,978
Stock based compensation expense                    --        --           --           72             --            --           72
Purchase of  treasury stock under ESPP              --        --           --      (2,465)             --            --      (2,465)
Reissuance of treasury stock under ESPP             --        --           --        2,333             --            --        2,333
Comprehensive income :
  Foreign currency translation                      --        --           --           --          (241)            --        (241)
  Net income                                        --        --           --           --             --        78,708       78,708
                                            -----------  --------   ---------   -----------     -----------   ---------   ----------
Comprehensive income                                --        --           --           --          (241)        78,708       95,820
                                            -----------  --------   ---------   -----------     -----------   ---------   ----------
Balance, December 31, 2005                  37,238,974    $  372       $   --     $143,851       $     13    $  198,860    $ 343,096
                                            -----------  --------   ---------   -----------     -----------   ---------   ----------
  See accompanying notes to consolidated financial statements.


<PAGE>


                                          ANTEON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                                                      (a Delaware Corporation)

                                                Consolidated Statements of Cash Flows

                                            Years ended December 31, 2005, 2004 and 2003
                                                           (in thousands)
F-31

                                                                               2005              2004              2003
Cash flows from operating activities:
<S>                                                                          <C>                <C>              <C>
      Net income                                                             $  78,708          $  61,805        $   36,190
      Adjustments to reconcile net income  to net cash
        provided by (used in) operating activities:
             Gain on settlement of subordinated notes payable                       --            (1,327)                --
             Gain on the reversal of an acquisition reserve                      (900)                 --
             Depreciation and amortization of property and equipment             4,417              4,016             4,440
             Amortization of noncompete agreements                                 165                167               101
             Other intangibles amortization                                      2,850              2,509             2,349
             Amortization of deferred financing costs                              651                685             4,014
             Stock compensation                                                     72                  5                 3
             Loss on disposals of property and equipment                             1                  8               190
             Deferred income taxes                                             (2,304)              3,102           (1,742)
             Minority interest in earnings of subsidiaries                          75                 72                54
             Changes in assets and liabilities, net of acquired assets
             and liabilities:
                Increase in accounts receivable                               (11,151)           (84,343)          (12,477)
                (Increase) decrease in prepaid expenses and other                   20              1,014           (1,245)
                current assets
                Decrease in other assets                                           335                254               142
                Increase (decrease) in accounts payable and accrued           (10,255)             23,745             5,592
                expenses
                Increase (decrease) in income tax payable                       14,394              4,650           (2,998)
                Increase in deferred revenue                                    11,316              1,916             3,306
                Increase (decrease) in other liabilities                         1,614               (29)             (473)
                                                                             ---------          ---------        -----------
                   Net cash provided by operating activities                    90,008             18,249            37,446
                                                                             ---------          ---------        -----------
Cash flows from investing activities:
      Purchases of property and equipment and other assets                     (6,414)            (3,963)           (3,049)
      Acquisition of Information Spectrum, Inc., net of cash acquired               --                 --          (92,382)
      Acquisition of Simulated Technologies Inc., net of cash acquired             (6)           (15,063)                --
      Acquisition of Integrated Management Services Inc., net of cash              108           (29,119)                --
      acquired
      Acquisition of Milestone Group, LLC., net of cash acquired              (30,942)                 --                --
      Purchases of short term investments                                     (98,210)                 --                --
      Proceeds from sales of short term investments                             60,750                 --                --
      Other, net                                                                    --                267                --
                                                                             ---------          ---------        -----------
                   Net cash used in investing activities                      (74,714)           (47,878)          (95,431)
                                                                             ---------          ---------        -----------

Cash flows from financing activities:
      Principal payments on bank and other notes payable                            --                 --              (43)
      Payment on subordinated notes payable                                         --            (1,350)                --
      Deferred financing costs                                                      --              (297)           (2,728)
      Principal payments on Term Loan A                                             --                 --          (21,202)
      Proceeds from Term Loan B                                                     --             16,125           150,000
      Principal payments on Term Loan B                                        (1,650)            (1,538)                --
      Proceeds from certain stockholders related to secondary offering              --                 --               852
      Proceeds from revolving credit facility                                1,455,500          1,224,000         1,009,500
      Principal payments on revolving credit facility                      (1,475,300)        (1,208,600)       (1,012,100)
      Redemption of senior subordinated notes payable                               --            (1,876)          (73,124)
      Proceeds from issuance of common stock, net of expenses                   11,304              5,521             4,899
      Principal payments under capital lease obligations                         (203)              (341)             (247)
      Payment of subordinated notes payable-related party                           --                 --                --
                                                                             ---------          ---------        -----------
                   Net cash provided by financing activities                  (10,349)             31,644            55,807
                                                                             ---------          ---------        -----------
                   Net increase (decrease) in cash and cash equivalents          4,945              2,015           (2,178)

Cash and cash equivalents, beginning of year                                     4,103              2,088             4,266
                                                                             ---------          ---------        -----------
Cash and cash equivalents, end of year                                       $   9,048          $   4,103        $    2,088
                                                                             ---------          ---------        -----------

Supplemental disclosure of cash flow information (in thousands): Interest paid:
      Tender offer of senior subordinated notes payable                     $       --          $      --        $    7,177
      Credit Facility, 12% Notes and other                                       9,468              7,488            14,199
                                                                             ---------          ---------        -----------
    Total interest paid                                                     $    9,468          $   7,448        $   21,376
                                                                             ---------          ---------        -----------
    Income taxes paid, net                                                  $   35,706          $  28,515        $   27,410
                                                                             =========          =========        ===========
Supplemental disclosure of noncash investing and financing activities:


          The changes in the fair value of the interest rate swaps are reported,
          net of tax, in accumulated other comprehensive income. During the year
          ended December 31, 2004, the last of the Company's  interest rate swap
          agreements, with a notional value of $10.0 million, matured.

          For the years ended December 31, 2005 and 2004,  the Company  recorded
          approximately  $27,000 and $134,000 of equipment utilizing capitalized
          leases, respectively.


      See accompanying notes to consolidated financial statements.

</TABLE>


<PAGE>


                ANTEON INTERNATIONAL CORPORATION AND SUBSIDIARIES
                            (a Delaware Corporation)

                   Notes to Consolidated Financial Statements

                           December 31, 2005 and 2004

(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.

          The Company provides professional information technology solutions and
          systems  engineering and integration  services primarily to government
          customers.  The Company  designs,  integrates,  maintains and upgrades
          information  systems for  national  defense,  intelligence,  emergency
          response and other government missions. The Company also provides many
          of its government customers with the systems analysis, integration and
          program  management  skills  necessary to manage their mission systems
          development and operations. 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 for 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.

          On December 13, 2005,  the Company  entered into an agreement and plan
          of merger with General Dynamics  Corporation,  or "General  Dynamics,"
          and a wholly owned subsidiary of General  Dynamics,  pursuant to which
          General  Dynamics  agreed to  acquire  Anteon for  approximately  $2.2
          billion,  which includes the assumption of approximately  $116 million
          in net debt.  Pursuant to the terms of the Merger  agreement,  General
          Dynamics will acquire all of the Company's outstanding common stock in
          a cash  merger at a price of $55.50  per share and the  Company's  net
          debt. Upon completion of the Merger, Anteon will become a wholly owned
          subsidiary of General Dynamics.

          On March 3, 2006, the Company held a special  meeting of  stockholders
          at which the  stockholders  adopted the Merger  agreement and approved
          the Merger. Completion of the Merger is subject to the satisfaction or
          waiver  of  a  number  of  conditions,  including  the  expiration  or
          termination  of  the  waiting   period  under  the   Hart-Scott-Rodino
          Antitrust  Improvements  Act of  1976  (the  "HSR  Act").  Other  than
          approval  pursuant to the HSR Act, no other material  federal or state
          regulatory  approvals  are  required  to be  obtained  by us,  General
          Dynamics or its wholly owned subsidiary in connection with the Merger.
          The Company  anticipates that the transaction will close no later than
          the end of the second  quarter of 2006.  The merger  agreement  may be
          terminated  prior to the effective time,  under certain  circumstances
          discussed in the merger agreement.

(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.


<PAGE>



(c)      Short Term Investments

               The  Company  accounts  for  investments  in debt and  marketable
               equity  securities  depending upon the purpose of the investment.
               As of  December  31,  2005,  the  Company  held $37.5  million of
               investments  in state and  municipal  variable rate deposit notes
               with  maturities  greater than 10 years.  The Company carries the
               investments as current assets on the balance sheet at fair value.
               The  Company  does not  intend to hold  these  investments  for a
               period greater than 12 months and may liquidate these investments
               to fund working capital  requirements or potential  acquisitions.
               With variable rate notes, the Company does not record  unrealized
               gains or losses on the investments as the fair value and the cost
               basis will always be the same. Interest income on the investments
               is recognized when earned

(d)      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.  Property and  equipment  under  capital  leases are
               stated  at the  present  value of  minimum  lease  payments.  For
               financial  reporting  purposes,  depreciation and amortization is
               recorded using the straight-line method over the estimated useful
               lives of the assets as follows:

<TABLE>
<CAPTION>
<S>                                                                             <C>  <C>
                  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
                  Building                                                      31.5 years
                  Property and equipment under capital leases                   shorter of estimated useful life or lease term
</TABLE>

(e)      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.

(f)      Impairment or Disposal of Long Lived Assets

               The Company reviews its 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.

               During  2003,  the Company  recognized  an  impairment  charge of
               approximately  $135,000  included in general  and  administrative
               expenses   in  the   accompanying   Consolidated   Statement   of
               Operations,  to write down the carrying value of a building, that
               is currently on the market for sale, to its fair market value.

(g)      Goodwill

               The  Company  uses the  purchase  method  of  accounting  for all
               business  combinations.  Intangible assets acquired in a business
               combination are recognized and reported separately from goodwill.
               Goodwill and intangible  assets with indefinite  useful lives are
               not  amortized,  but  instead  tested  for  impairment  at  least
               annually.  Intangible  assets  with  estimable  useful  lives are
               amortized over their  respective  estimated useful lives to their
               estimated residual values, and reviewed for impairment.

               In connection with the Company's goodwill impairment  evaluation,
               the Company  identifies  its reporting  units and  determines the
               carrying value of each reporting unit by assigning the assets and
               liabilities,  including  the  existing  goodwill  and  intangible
               assets,  to these  reporting  units.  The Company  determines the
               estimated  fair value of each  reporting  unit and compares 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 impairment test. 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.  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 Statement of Financial Accounting
               Standards, or "SFAS," No. 141. The residual fair value after this
               allocation  is the  implied  fair  value  of the  reporting  unit
               goodwill.

               The Company performed its annual goodwill  impairment analysis as
               of September 30, 2005 and 2004,  using the methodology  described
               above and did not identify any indication of goodwill  impairment
               for any  reporting  unit for  either  period.  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. No such events were noted subsequent
               to the annual impairment tests in either year.

(h)      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

               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 December 31, 2005,
               the Company has approximately $18.8 million of intangible assets,
               net of accumulated amortization, related to contracts and related
               customer  relationships,  which are being amortized straight-line
               over periods of up to 8 years

               Amortization   expense  on  the  other   intangible   assets  was
               approximately $3.0 million, $2.7 million and $2.5 million for the
               ended December 31, 2005, 2004 and 2003, respectively. The Company
               expects to record annual amortization  expense over the next five
               years as follows (in thousands):

                         Year Ending December 31,

                         2006                   $      3,955
                         2007                          3,887
                         2008                          3,634
                         2009                          2,390
                         2010                          1,310
                         Thereafter                    3,664
                                                ------------
                         Total                  $     18,840
                                                ============
(i)      Revenue Recognition

               For each of the years ended December 31, 2005,  2004 and 2003, in
               excess  of  98% of  the  Company's  revenues  were  derived  from
               services   performed  under  contracts  with  the  U.S.   federal
               government that may be categorized into three primary types: time
               and materials,  cost-plus reimbursement and firm fixed price. For
               the  year  ended  December  31,  2005,  approximately  41% of the
               Company's contracts were time and material, 37% cost-plus and 22%
               fixed  price (a  substantial  majority  of which are fixed  price
               level of  effort  contracts).  Revenues  for  time and  materials
               contracts are recognized as time is spent at hourly rates,  which
               are  negotiated  with the customer plus the cost of any allowable
               material  costs and  out-of-pocket  expenses.  Time and materials
               contracts are typically more profitable than cost-plus  contracts
               because of the  Company's  ability to negotiate  rates and manage
               costs on those contracts. Revenues are recognized under cost-plus
               contracts on the basis of direct and indirect costs incurred plus
               a negotiated  profit calculated as a percentage of costs, a fixed
               amount  or  as a  performance-based  award  fee.  Cost-plus  type
               contracts provide  relatively less risk than other contract types
               because  the  Company  is  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  certain  cost-plus  contracts,  which  are  referred  to  as
               cost-plus award fee or incentive fee type contracts,  the Company
               recognizes  the expected fee to be awarded by the customer at the
               time such fee can be reasonably estimated,  based on factors such
               as the Company's prior award experience and  communications  with
               the customer regarding the Company's  performance,  including any
               interim performance  evaluations  rendered by the customer or the
               Company's  average  historical  award  fee rate on  similar  type
               contracts.  Under substantially all fixed price contracts,  which
               are  predominantly  level  of  effort  contracts,   revenues  are
               recognized  using  the  cost-to-cost   method  for  all  services
               provided.  Fixed price contracts that involve a defined number of
               hours or a defined  category  of  personnel  are  referred  to as
               "level  of  effort"   contracts.   The   Company   believes   the
               cost-to-cost   method  is  the  best  estimate  for   determining
               performance on these contracts.  For product-related  fixed price
               contracts,  revenues are  recognized as units are delivered  (the
               units-of-delivery method). In addition, the Company evaluates its
               contracts  for  multiple   deliverables  which  may  require  the
               segmentation of each deliverable  into separate  accounting units
               for proper  revenue  recognition  as defined by EITF  00-21.  The
               appropriate   revenue  recognition  method  based  on  applicable
               accounting guidance is then applied for each separate unit.

               The Company recognizes revenues under the U.S. 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.  The Company's  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
               periodically  throughout the term of the contract as the services
               are provided. From time to time the Company may proceed with work
               on  unfunded  portions of  existing  contracts  based on customer
               direction pending finalization and signing of contractual 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 the Company's  knowledge of available funding
               for the  contract  or  program.  If  funding is not  assessed  as
               probable,  costs are  expensed  as  incurred.  Historically,  the
               Company  has not  recorded  any  significant  write-offs  because
               funding was not ultimately received.

               The Company recognizes revenues under its cost based U.S. federal
               government  contracts  based  on  allowable  contract  costs,  as
               mandated  by  the  U.S.  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.

               Contract  revenue  recognition  inherently  involves  estimation.
               Examples of such estimates  include the level of effort needed to
               accomplish  the  tasks  under  the  contract,  the  cost of those
               efforts,  and a continual  assessment of the  Company's  progress
               toward  the  completion  of the  contract.  From  time  to  time,
               circumstances  may arise which  require the Company to revise its
               estimated  total  revenue or costs.  Typically,  these  revisions
               relate  to  contractual  changes.  To the  extent  that a revised
               estimate   affects   contract   revenue   or  profit   previously
               recognized,  the  Company  records the  cumulative  effect of the
               revision in the period in which it becomes  known.  In  addition,
               the full amount of an anticipated loss on any type of contract is
               recognized in the period in which it becomes  known.  The Company
               may be exposed to  variations  in  profitability  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  including  maintenance  and  consulting
               services  are  recognized  at their  fair  values  when all other
               recognition   criteria  are  met.  Service  revenues  consist  of
               maintenance and technical support and are recognized ratably over
               the service period.  Other service revenues 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. Software and related
               services  revenues for each of the years in the three year period
               ended December 31, 2005 were not significant.

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

(j)      Costs of Acquisitions

               Costs  incurred  on probable  acquisitions  are  deferred.  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.

(k)      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 are  recognized  in income in the period that  includes
               the enactment date.

               The  Company  has not  recognized  a deferred  tax  liability  of
               approximately  $470,000 for undistributed earnings of its foreign
               operations that arose in 2005 and prior years because the Company
               does not expect those  unremitted  earnings to reverse and become
               taxable to the Company in the foreseeable  future. A deferred tax
               liability  will be recognized  when the Company is no longer able
               to   demonstrate   that  it   plans   to   permanently   reinvest
               undistributed earnings. For the years ended December 31, 2005 and
               2004  the  undistributed   earnings  of  these  subsidiaries  was
               approximately $1.2 million and $1.1million, respectively.

(l)      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 in
               stockholders'   equity.   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, 2005, 2004 and 2003.

(m)      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, and Related Interpretations. 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 compensation  expense is calculated on a straight line
               basis over the  vesting  period of the  options.  No  stock-based
               compensation  expense for options  granted to employees  has been
               recorded in the  accompanying  condensed  consolidated  financial
               statements.  The Company  discloses  the pro forma  effect on net
               income 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.


<PAGE>



               The Company  accounts for stock options granted to  non-employees
               using the fair value method of  accounting  as prescribed by SFAS
               No. 123. Compensation expense related to stock options granted to
               non-employees is not significant.

               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>

                                                                 2005             2004            2003
                                                               ---------       ---------       ----------
                                                                 (in thousands, except per share data)

<S>                                                           <C>              <C>             <C>
Net income, as reported                                       $   78,708       $  61,805       $   36,190
Add: Stock based compensation recorded, net of tax                     3               3                2
Deduct: Total stock-based compensation expense
determined under fair value method, net of tax                   (3,560)         (3,776)          (3,240)
                                                               ---------       ---------       ----------
Pro forma net income                                          $   75,151       $  58,032       $   32,952
                                                               =========       =========        =========
    Earnings per share:
    Basic-as reported                                         $     2.14       $    1.73       $     1.04
                                                               =========       =========        =========
    Basic-pro forma                                           $     2.04       $    1.62       $     0.95
                                                               =========       =========        =========
    Diluted-as reported                                       $     2.08       $    1.66       $     0.98
                                                               =========       =========        =========
    Diluted-pro forma                                         $     1.99       $    1.56       $     0.89
                                                               =========       =========        =========

</TABLE>

(n)      Fair Value of Financial Instruments

               The  carrying   amounts  of  accounts   receivable,   short  term
               investments,    accounts   payable,   accrued   liabilities   and
               indebtedness  approximate  their fair values as of  December  31,
               2005 and 2004,  due to the  relatively  short  duration  of these
               financial instruments.

(o)      Derivative Instruments and Hedging Activities

               Derivative  instruments,  which are  comprised  of interest  rate
               swaps, are 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.  During the year ended
               December  31,  2004,  the  last of the  Company's  interest  swap
               agreements matured.

(p)      Earnings Per Common Share

               Basic  earnings  per common share is computed by dividing the net
               earnings  available to common  stockholders for the period by the
               weighted average number of common shares  outstanding  during the
               period. Diluted earnings per common share is computed by dividing
               net  earnings 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 restricted
               shares.


<PAGE>

(q)      Use of Estimates

               The   preparation  of   consolidated   financial   statements  in
               conformity with U.S.  generally  accepted  accounting  principles
               requires management to make estimates and assumptions that affect
               the  carrying   amounts  of  reported  assets  and   liabilities,
               including   the   recoverability   of  property  and   equipment,
               intangible assets and goodwill,  valuation  allowances for income
               taxes  and  accounts  receivable,  the  valuation  of  derivative
               instruments  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.

(r)      Recently Issued Accounting Pronouncements

               In May 2005,  the  Financial  Accounting  Standards  Board (FASB)
               issued SFAS No. 154, Accounting Changes and Error Corrections,  a
               replacement of APB Opinion No. 20, "Accounting  Changes" and FASB
               Statement  No.  3,  Reporting   Accounting   Changes  in  Interim
               Financial  Statements.  SFAS No.  154  applies  to all  voluntary
               changes in an accounting  principle and changes the  requirements
               for  accounting  for and  reporting  a  change  in an  accounting
               principle. SFAS No. 154 requires the retrospective application to
               prior  periods'  financial  statements  of the direct effect of a
               voluntary  change  in  an  accounting   principle  unless  it  is
               impracticable. APB No. 20 required that most voluntary changes in
               an accounting principle be recognized by including the cumulative
               effect of changing to the new accounting  principle in net income
               for the first quarter of the year for which the change  occurred.
               FASB  stated  that  SFAS No.  154  improves  financial  reporting
               because its  requirements  enhance the  consistency  of financial
               information  between  periods.  Unless early adoption is elected,
               SFAS No.  154 is  effective  for  fiscal  years  beginning  after
               December 15, 2005.  Early  adoption is permitted for fiscal years
               beginning  after June 1,  2005.  SFAS No. 154 does not change the
               transition provisions of any existing accounting  pronouncements,
               including  those  that  are  in a  transition  phase  as  of  the
               effective  date of this  statement.  The Company does not believe
               that the  adoption  of this  statement  will  have a  significant
               impact on our consolidated financial statements.

               In  December  2004,  FASB  issued  SFAS  No.  153,  Exchanges  of
               Nonmonetary Assets.  This statement amends Accounting  Principles
               Board (APB)  Opinion  No. 29 to improve  financial  reporting  by
               eliminating certain narrow differences between the FASB's and the
               International   Accounting   Standards  Board's  (IASB)  existing
               accounting   standards  for  nonmonetary   exchanges  of  similar
               productive  assets.  The  provisions of this  statement  shall be
               prospectively  applied and are  effective for  nonmonetary  asset
               exchanges  occurring in fiscal periods  beginning  after June 15,
               2005.  The Company  believes the adoption of this  statement will
               have no impact on the Company's financial condition or results of
               operations.

               In December  2004,  the FASB issued SFAS No. 123 (Revised  2004),
               Share Based Payment.  (SFAS No. 123R), which amends SFAS No. 123,
               Accounting  for  Stock-Based   Compensation   and  SFAS  No.  95,
               Statement of Cash Flows.  SFAS No. 123R requires all companies to
               measure  compensation  cost for all share-based  payments at fair
               value,  and will be effective  for public  companies  with fiscal
               years  beginning  after July 1, 2005.  This new  standard  may be
               adopted  in one  of  three  ways:  a)  the  modified  prospective
               transition  method,  b)  the  modified  retrospective  transition
               method - the beginning of the annual period of adoption or c) the
               modified retrospective transition method by restating all periods
               presented.  The Company  intends to adopt SFAS No. 123R using the
               modified retrospective  transition method in the first quarter of
               2006.

(s)      Reclassifications

               Certain  reclassifications  have  been  made to the 2004 and 2003
               Consolidated  Statements  of Cash  Flows to  conform  to the 2005
               Consolidated Statement of Cash Flows.

<PAGE>

(t)      Customer Concentration

               Revenues  recognized  under the one of the Company's  task orders
               under a larger General Service Administration  contract accounted
               for approximately 11% of the Company's revenues in 2005. No other
               individual  task  order  accounted  for  more  than  10%  of  the
               Company's revenues for the three years ended December 31, 2005.

(u)      Accounting for Leases

               The Company leases its office  facilities  under operating leases
               that  expire  through  various  dates  through  2019,  along with
               options  that  permit  renewals  for  additional  periods.   Rent
               abatements and escalations are considered in the determination of
               the straight-line  rent expense for operating  leases.  Leasehold
               improvements  are amortized over the shorter of the asset life or
               the lease term. The Company  receives  incentives to lease office
               facilities in certain areas.  These  incentives are recorded as a
               deferred  credit and recognized as a reduction to rent expense on
               a straight-line basis over the term of the lease.

(4)      Acquisitions

(a)      Simulation Technologies, Inc

               On July 27, 2004,  the Company  purchased all of the  outstanding
               stock of  Simulation  Technology  Inc.,  or "STI," a provider  of
               modeling and simulation software solutions and services, based in
               San Antonio,  Texas,  for a total purchase price of $15.1 million
               (net of cash acquired),  including transaction costs. The Company
               financed the acquisition  through  borrowings  under its existing
               Credit  Facility.  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
               identifiable  intangible  assets  consisted  of $2.6  million  of
               contracts  and related  customer  relationships  with an expected
               weighted  average  useful  life  of 5  years.  The  value  of the
               contracts  and customer  relationships  is based,  in part, on an
               independent appraisal and other studies performed by the Company.
               Goodwill  recognized from this acquisition was approximately $9.5
               million and is not deductible for tax purposes.  The  acquisition
               did  not  meet  the  criteria  of  a  material  and   significant
               acquisition,  and therefore,  pro forma disclosures have not been
               presented.

(b)      Integrated Management Services, Inc.

               On August 11, 2004, the Company  purchased all of the outstanding
               stock of  Integrated  Management  Services,  Inc.,  or  "IMSI," a
               provider of high end, mission critical information and securities
               solutions,  based in Arlington,  Virginia,  for a total  purchase
               price of $29.0 million,  including transaction costs. The Company
               financed the acquisition  through  borrowings  under its existing
               Credit Facility. Under the terms of the stock purchase agreement,
               the  Company  may  be  obligated  to pay up to  $2.0  million  of
               additional  consideration  if follow on work related to a certain
               government contract was awarded in the time frame set forth under
               the stock purchase agreement. The Company has communicated to the
               seller  of IMSI the  Company's  determination  of the  additional
               consideration  the Company  believes is due,  have  received  the
               seller's  response and intend to further  discuss the matter with
               the seller.  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
               identifiable  intangible  assets  consisted  of $5.9  million  of
               contracts  and related  customer  relationships  with an expected
               weighted  average  useful  life  of 5  years.  The  value  of the
               contracts  and customer  relationships  is based,  in part, on an
               independent appraisal and other studies performed by the Company.
               Goodwill recognized from this acquisition was approximately $20.6
               million and is  deductible  for tax  purposes due to the tax code
               election made at the time of the acquisition. The acquisition did
               not meet the criteria of a material and significant  acquisition,
               and therefore, pro forma disclosures have not been presented.


<PAGE>

(c)      Milestone Group, LLC.

               On October 14, 2005, the Company purchased all of the outstanding
               limited liability  membership  interests of Milestone Group, LLC,
               or "Milestone," a provider of IT professional services,  based in
               Arlington, Virginia, for a total purchase price of $30.9 million,
               including transaction costs. The Company financed the acquisition
               through  cash-on-hand  and proceeds  from the sales of short term
               investments. The transaction was accounted for in accordance with
               SFAS No. 141, Business Combinations, 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 identifiable  intangible assets consisted of
               $10.5  million of contracts  and related  customer  relationships
               with an expected  weighted  average  useful life of 8 years.  The
               value of the contracts and customer  relationships  is based,  in
               part, on an independent  appraisal and other studies performed by
               the  Company.  Goodwill  recognized  from  this  acquisition  was
               approximately  $18.9 million and is deductible  for tax purposes.
               In accordance  with SFAS No. 142,  Goodwill and Other  Intangible
               Assets,  goodwill  arising  from  the  transaction  is not  being
               amortized. Pursuant to the requirements of SFAS No. 141, Business
               Combinations,  the  effect  of the  acquisition  did not meet the
               criteria of a significant  acquisition,  and therefore, pro forma
               disclosures have not been presented.

(5)      Accounts Receivable

         The components of accounts receivable as of December 31, 2005 and 2004,
are as follows (in thousands):


                                                  2005              2004
                                              ------------      ------------
Billed and billable                           $    275,015      $    265,359
Unbilled                                            54,539            48,103
Retainages due upon contract completion              7,040             8,369
                                              ------------      ------------
Allowance for doubtful accounts                    (4,785)           (4,535)
                                              ------------      ------------
                  Total                       $    331,809      $    317,296
                                              =============     ============

     In excess of 98% of the Company's  revenues for each of 2005, 2004 and 2003
     have been earned, and accounts  receivable as of December 31, 2005 and 2004
     are due, from agencies of the U.S. federal  government.  Unbilled costs and
     fees and retainages  billable upon  completion of contracts are amounts due
     generally 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  2003.  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  will not have a  material  adverse
     impact on the Company's financial condition or results of operations.


<PAGE>

(6)      Property and Equipment

         Property and equipment consists of the following as of December 31,
2005 and 2004 (in thousands):


                                                         2005         2004
                                                  -------------    -----------
Land                                                 $      393    $      393
Buildings                                                 1,581         1,581
Computer hardware and software                           21,299        20,605
Furniture and equipment                                   9,932         8,487
Leasehold improvements                                   10,815         8,384
                                                  -------------    -----------
Subtotal                                                 44,020        39,450
Less -accumulated depreciation and amortization        (28,913)      (26,530)
                                                  -------------    -----------
Total                                                $   15,107    $   12,920
                                                  =============    ===========


(7)      Accrued Expenses

         The components of accrued expenses as of December 31, 2005 and 2004 are
as follows (in thousands):

                                                     2005                2004
                                                  -------------    -----------

Accrued payroll and related benefits              $   56,040        $   48,791
Accrued subcontractor costs                           46,180            47,446
Accrued interest                                          58                22
Other accrued expenses                                 8,360             6,334
                                                  -------------    -----------
Total                                             $  110,638        $  102,593
                                                  =============    ===========

(8)      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  in the  Credit  Facility,  and
          maturing on June 23,  2005;  and a $60.0  million note ("Term Loan A")
          with principal  payments due quarterly  commencing  June 30, 2001, and
          $15.0  million at maturity  on June 23,  2005.  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 was at a floating  rate based upon,  at the
          Company's option, LIBOR, or the Alternate Base Rate ("ABR"), which was
          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
          on the Company's ratio of net debt to EBITDA.


<PAGE>

(b)      Amended and Restated Credit Agreement of October 21, 2002

          On October  21,  2002,  the  Company  entered  into an  amendment  and
          restatement  of its existing  Credit  Agreement (the "2002 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");  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  was  determined  based  on a  portion  of
          eligible  accounts  receivable.  In general,  the Company's  borrowing
          availability  under the Revolving  Credit  Facility was subject to its
          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.

          Borrowings  under  the Term Loan  Facility  and the  Revolving  Credit
          Facility  would have  matured on June 30, 2005.  Borrowings  under the
          Revolving  Credit  Facility and Term Loan  Facility bore interest at a
          floating rate based upon, at the Company's option,  LIBOR, or the ABR,
          which is the  higher  of 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  the
          Company's  ratio of net debt to EBITDA (as  defined in the Amended and
          Restated Credit  Agreement).  Effective December 19, 2003, this credit
          facility  was  replaced  by a  further  Amended  and  Restated  Credit
          Agreement, as discussed below.

(c)      Amended and Restated Credit Agreement of December 19, 2003

          On December 19, 2003, the Company entered into an amended and restated
          credit  agreement (the "2003 Amended and Restated  Credit  Agreement")
          related to its Credit Facility. This amendment and restatement,  among
          other things, provided for the following:  (1) a new Term Loan B under
          the Term Loan Facility in the amount of $150.0 million with a maturity
          date of December 31, 2010;  (2) the extension of the Revolving  Credit
          Facility's  maturity  date to December 31, 2008;  (3) the repayment of
          the  outstanding  balance of  approximately  $18.4 million of the Term
          Loan  A;  and  (4) the  financing  of the  tender  offer  and  consent
          solicitation  made on November  23, 2003,  related to the  outstanding
          Senior  Subordinated Notes (see below). In addition,  the 2003 Amended
          and Restated  Credit  Agreement  permitted  the Company to raise up to
          $200.0  million  of  additional  debt in the form of  additional  term
          loans, subordinated debt or revolving loans, with certain restrictions
          on the  amount  of  revolving  loans.  All  borrowings  under the 2003
          Amended  and  Restated  Credit  Agreement  were  subject to  financial
          covenants  customary for such financings,  including,  but not limited
          to:  maximum  ratio  of net debt to  EBITDA  (as  defined  in the 2003
          Amended and Restated  Credit  Agreement)  and maximum  ratio of senior
          debt to EBITDA.  For the year ended  December 31, 2003,  the aggregate
          fees the Company paid to  non-officer  directors  exceeded the ceiling
          limitation set forth in its 2003 Amended and Restated Credit Agreement
          by approximately  $20,000,  principally  because of the timing of such
          payments.   The  Company's  lenders  determined  that  this  limit  on
          aggregate annual  non-officer  director fees, which originated several
          years  before the Company  completed  its initial  public  offering of
          common  stock in March 2002,  was not  typical  for a publicly  traded
          company.  Consequently, the Company's lenders granted a waiver for its
          compliance  with this covenant  provision for the year ended  December
          31, 2003 and eliminated  this limitation for the remaining term of the
          2003  Amended  and  Restated  Credit  Agreement.  For the  year  ended
          December  31,  2003,  the  Company  was in  compliance  with all other
          covenants  required by its 2003 Amended and Restated Credit Agreement.
          Additionally,  as a result of the changes made in this  amendment  and
          restatement,  revolving loans were based upon an asset test or maximum
          ratio of net eligible accounts receivable to revolving loans. From the
          date of the amendment  through  December 31, 2003,  the interest rates
          for the Term Loan Facility and the Revolving  Credit  Facility  ranged
          from 3.16 percent to 5.00 percent.

          In connection with the repayment of the Term A Loan, the Company wrote
          off the related unamortized  deferred financing fees. The write-off of
          $485,000  is  reflected  as  interest   expense  in  the  accompanying
          Consolidated  Statement of Operations  for the year ended December 31,
          2003.

          All  of  the  Company's  existing  and  future  domestic  subsidiaries
          unconditionally guaranteed the repayment of amounts borrowed under the
          2003  Amended and  Restated  Credit  Agreement.  The 2003  Amended and
          Restated  Credit  Agreement  was 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 2003 Amended and Restated  Credit  Agreement  also  permitted  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 2003  Amended  and  Restated
          Credit  Agreement);   and  (ii)  repurchase  certain  amounts  of  its
          subordinated  debt from its share of net cash proceeds of issuances of
          equity securities.

          The 2003 Amended and Restated  Credit  Agreement  contained  customary
          events of default, certain of which allow for grace periods. Effective
          September  30, 2004,  this credit  facility was amended,  as discussed
          below.

(d)      Amended Credit Agreement of September 30, 2004

          On September 30, 2004, the Company entered into a second  amendment to
          the  2003  Amended  and  Restated  Credit  Agreement.  This  amendment
          provided an additional  $16.1 million of borrowings by increasing  the
          Term Loan B to $165.0 million,  and lowered the interest rates on Term
          B borrowings  by 0.25%.  Under  certain  conditions  related to excess
          annual cash flow, as defined in its Credit  Facility,  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 Credit
          Facility,  borrowings  under  the  Term  Loan B. For the  years  ended
          December 31, 2005 and 2004, the Company did not have to prepay amounts
          specified  in the Credit  Facility  as related to excess  annual  cash
          flow.  In  addition,   the  Company  is  scheduled  to  pay  quarterly
          installments  of  $412,500  under  the Term  Loan B until  the  Credit
          Facility  matures on December 31,  2010.  From January 1, 2005 through
          December 31, 2005, the interest rates for the Term Loan B Facility and
          the Revolving Credit Facility ranged from 4.31 percent to 6.14 percent
          and 6.00 percent to 8.00  percent,  respectively.  For the years ended
          December  31,  2005,  2004 and 2003,  interest  expense  on the unused
          portion of the  commitments  of the lenders under the Credit  Facility
          was not significant.

          As of December 31, 2005 and 2004,  the  outstanding  amounts under the
          Credit Facility were as follows (in thousands):


                                                       2005            2004
                                                  -------------     -----------
   Revolving Credit Facility                       $        --      $   19,800
   Term Loan B                                         162,938         164,588
                                                  -------------     -----------
   Total debt                                          162,938         184,388
   Less current installments                           (1,650)         (1,650)
                                                  -------------     -----------
   Long-term debt, excluding current installments  $   161,288      $  182,738
                                                  =============     ===========


          The remaining available borrowings under the Revolving Credit Facility
          as of December 31, 2005 were $194.8 million.  As of December 31, 2005,
          the Credit Facility would have permitted  additional  borrowings of up
          to $488.1 million.

          For the years ended December 31, 2005,  2004 and 2003,  total interest
          expense  incurred on the Revolving  Credit Facility was  approximately
          $800,000, $1.1 million, and $1.9 million,  respectively.  For the year
          ended December 31, 2003,  total interest  expense incurred on the Term
          Loan A was  approximately  $700,000.  For the years ended December 31,
          2005 and 2004,  total interest expense incurred on the Term Loan B was
          approximately $8.4 million and $5.3 million, respectively.


<PAGE>

(e)      Senior Subordinated Notes Payable

          On May  11,  1999,  the  Company  sold  $100.0  million  in  aggregate
          principal  amount of 12% senior  subordinated  notes due 2009, or "12%
          Notes." The proceeds of the issuance of the 12% Notes were principally
          used to finance certain  acquisitions.  The 12% Notes were subordinate
          to the  Company's  Credit  Facility  but  ranked  senior  to any other
          subordinated indebtedness.  The 12% Notes were scheduled to mature May
          15, 2009 and interest was payable semi-annually on May 15 and November
          15. The Company used net  proceeds  from its initial  public  offering
          ("IPO") in March 2002 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  $928,000 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 for both  the  term  loan and the 12%  Notes
          totaling $4.2 million,  has been reflected as interest expense for the
          year ended December 31, 2002.

          On  December  23,  2003,  the  Company  repurchased  $73.1  million in
          aggregate   principal   amount,  or  approximately  97%  of  the  then
          outstanding  12% Notes.  As of the expiration date of the tender offer
          and  December  31,  2003,  approximately  $1.9  million  in  aggregate
          principal amount remained  outstanding,  which was callable on May 15,
          2004. The repurchase  price for the 12% Notes was $1,110.95 per $1,000
          principal  amount of Notes  tendered  prior to December  5, 2003,  the
          Consent Date.  The  repurchase  price for those Notes  tendered  after
          December 5, 2003 was $1,090.95 per $1,000  principal amount of the 12%
          Notes,  which  excludes  the  consent  payment  of  $20.0  per  $1,000
          principal  amount.  The aggregate  repurchase price for all of the 12%
          Notes  validly  surrendered  for  repurchase  and  not  withdrawn  was
          approximately  $81.2 million.  In addition,  as a result of the tender
          offer,  the Company  incurred a $7.2  million bond premium and consent
          payment and wrote-off  approximately  $2.1 million of the  unamortized
          deferred  financing  fees related to the portion of the 12% Notes that
          were repurchased. The tender premium, consent payment and write-off of
          deferred  financing fees has been reflected as interest expense in the
          accompanying  Consolidated  Statement of Operations for the year ended
          December 31, 2003.

          In June 2004,  the Company  repurchased  the  remaining  $1.9  million
          principal amount of the outstanding 12% Notes. In conjunction with the
          repurchase,  the  Company  paid  a  tender  premium  of  approximately
          $113,000 which was included in interest expense.

          Total interest expense for the 12% Notes incurred during 2004 and 2003
          was approximately $113,000, and $8.8 million, respectively.

(f)      Subordinated Notes Payable

          In connection with the purchase of Sherikon, Inc. in 2000, the Company
          entered into  subordinated  promissory  notes with the Sherikon,  Inc.
          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  owners  of
          Sherikon,  Inc. in an  aggregate  amount  exceeding  the $2.5  million
          promissory note. The Company had not made this $2.5 million  scheduled
          payment  pending  resolution of the  indemnification  claim;  however,
          $124,000 of interest  was accrued and  outstanding  as of December 31,
          2003.  On  July  26,  2004,  the  Company  entered  into a  settlement
          agreement with the former owners of Sherikon,  Inc.  resolving,  among
          other items, the Company's  indemnification claim submitted in October
          2002. Under the provisions of the settlement agreement,  the principal
          amount of the note was reduced from $2.5 million to $1.35 million, and
          the Company  paid the  reduced  note  amount,  without  interest.  The
          Company  recognized  $899,000 in other income  consisting of the $1.15
          million  reduction  in the  promissory  note  amount  plus  previously
          accrued  interest net of legal  expenses.  For the year ended December
          31,  2004  and  2003,  total  interest  expense  on  the  subordinated
          promissory   notes   with  the   Sherikon,   Inc.   shareholders   was
          approximately zero and $124,000, respectively.


<PAGE>

(g)      Future Maturities

                  Scheduled future maturities under the Company's indebtedness
are as follows (in thousands):

Year Ending December
31,

2006                   $      1,650
2007                          1,650
2008                          1,650
2009                          1,650
2010                        156,338
                       ------------
                       $    162,938
                       ============
(h)      Interest Rate Swap Agreements

          Prior  to  2005,  the  Company  hedged a  portion  of its  longer-term
          variable  interest  payments under its Credit  Facility to manage cash
          flow  fluctuations.  To do so, the Company  entered into interest rate
          swap  contracts  to change the  variable-rate  cash flow  exposure  to
          fixed-rate cash flows.

          During the year ended  December  31, 2004,  the last of the  Company's
          interest rate swap agreements, with a notional value of $10.0 million,
          matured. The Company recognized $230,000 of losses related to interest
          rate swaps which was reflected in interest  expense for the year ended
          December 31, 2004.

(9)      Capital 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 the Company's
          common stock are entitled to receive dividends,  when, and if declared
          by the  Company's  board  out of  legally  available  funds.  Upon the
          Company's liquidation or dissolution, the holders of common stock will
          be entitled to share ratably in the Company's 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.

          On September 9, 2004,  the Company filed a  Registration  Statement on
          Form S-8 with the SEC to register an additional  1.5 million shares of
          the Company's  common stock  available for issuance  under its Amended
          and  Restated  Anteon  International  Corporation  Omnibus  Stock Plan
          ("Omnibus  Stock  Plan"),  as amended.  This increase in the number of
          shares  available  for  issuance  under  the  Omnibus  Stock  Plan was
          approved by the Company's stockholders on May 27, 2004.

          On August 11, 2005, the Company awarded 1,000 restricted shares of its
          common  stock to each of eight  non-employee  members  of its Board of
          Directors pursuant to the Omnibus Stock Plan. On October 17, 2005, one
          of the  directors  resigned  and  forfeited  his  1,000  shares of the
          Company's  restricted  stock that he held at the time. The shares vest
          over a  twenty-one  month  period  based  on  continued  service  as a
          Director.


<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.

         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.

(10)     Income Taxes

         The provisions for income taxes for the years ended December 31, 2005,
         2004 and 2003, consist of the following (in thousands), respectively:



                                                 Years ended December 31,
                                      ------------------------------------------
                                         2005           2004           2003
                                     -----------   ------------     -----------
Current provision:
    Federal                          $    44,054   $   29,320       $   21,718
    State                                  5,956        4,653            2,305
    Foreign                                  124           66              121
                                     -----------   ------------     -----------
         Total current provision          50,134       34,039           24,144
                                     -----------   ------------     -----------
Deferred provision:
    Federal                                 (56)        2,823          (1,145)
    State                                (2,248)          254            (226)
    Foreign                                   --           --               --
                                     -----------   ------------     -----------
        Total deferred provision         (2,304)        3,077          (1,371)
                                     -----------   ------------     -----------
        Total income tax provision   $    47,830   $   37,116       $   22,773
                                     ===========   ============     ===========

<PAGE>

<TABLE>
<CAPTION>


         The income tax provisions for the years ended December 31, 2005, 2004
         and 2003, respectively, are different from those computed using the
         statutory U.S. federal income tax rate of 35% as set forth below (in
         thousands):

                                                               Years ended December 31,
                                                      --------------------------------------------
                                                         2005            2004            2003
                                                      -----------     -----------     -----------
<S>                                                   <C>             <C>             <C>
Expected tax expense, computed at statutory rate      $   44,288      $   34,623      $    20,637
State taxes, net of federal expense                        2,959           3,190            1,501
Non-deductible expenses                                    1,541             595              597
Sherikon settlement                                           --           (403)               --
Federal and state credits                                  (711)           (855)               --
Tax exempt interest                                        (134)              --               --
Valuation allowance                                         (69)              --               --
Foreign rate differences                                    (24)            (34)             (15)
Other                                                 -----------     -----------     -----------
                                                            (20)              --               53
                                                      -----------     -----------     -----------
                                                      $   47,830      $   37,116      $    22,773
                                                      ==========      ===========     ===========

          The tax effect of temporary differences that give rise to the deferred
          tax assets and  deferred tax  liabilities  as of December 31, 2005 and
          2004 is presented below (in thousands):
</TABLE>

<TABLE>
<CAPTION>

                                                                     2005             2004
                                                                 -----------      -----------
Deferred tax assets:
<S>                                                              <C>              <C>
   Accrued expenses                                              $    10,828      $     9,702
   Intangible assets, due to differences in amortization               2,151            2,346
   Accounts receivable allowances                                      1,981            1,786
   Property and equipment, due to differences in depreciation          1,511            1,313
   Deferred rent                                                         543               26
   Net operating loss and credit carryforwards                         1,848              641
                                                                 -----------      -----------
                  Total gross deferred tax assets                     18,862           15,814
                                                                 -----------      -----------
                  Less:  valuation allowance                            (226)            (295)
                                                                 -----------      -----------
                  Net deferred tax assets                             18,636           15,519
                                                                 -----------      -----------
Deferred tax liabilities:

Deductible goodwill, due to differences in amortization             (11,714)         (10,690)
Revenue recognition differences                                     (10,330)         (10,140)
Prepaid expenses                                                     (2,308)          (4,044)
Property and equipment, due to differences in depreciation           (2,888)          (1,553)
                                                                 -----------      -----------

                  Total deferred tax liabilities                    (27,240)         (26,427)
                                                                 -----------      -----------

                  Deferred tax liabilities, net                  $   (8,604)      $  (10,908)
                                                                 ===========      ===========
</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.  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, 2005
          and 2004 of $226,000 and $295,000, respectively, against certain state
          net operating loss  carryforwards  which was reduced by $69,000 during
          2005.  At  December  31,  2005,  the Company had federal and state net
          operating  loss  carryforwards  of  approximately   $21,000  and  $5.5
          million,  respectively.  Carryforwards  have various  expiration dates
          beginning  in 2006.  The  Company  also has  various  state tax credit
          carryforwards  of  approximately  $1.6  million  and  $300,000  as  of
          December  31,  2005 and 2004,  respectively,  which are  available  to
          reduce future state income taxes through 2015.

(11)     Employee Benefit Plans

          Employees  of the  Company  may  participate  in a  401(k)  retirement
          savings  plan,  whereby  employees  may  elect  to make  contributions
          pursuant to a salary  reduction  agreement  upon  meeting  eligibility
          requirements. Participants may contribute up to 100% percent of salary
          in any calendar  year to this plan,  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,  and participants  immediately vest in
          the Company's  contributions.  The Company made  contributions to this
          plan of approximately $13.6 million,  $11.7 million,  and $8.3 million
          for the years ended December 31, 2005, 2004, and 2003 respectively.

(12)     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, 2005,  an aggregate of 1,649,141  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.


<PAGE>



                  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>        <C>               <C>
Outstanding at December 31, 2002         4,123,208       $  0.84-27.25      $     8.98        1,647,368
    Granted                                641,500         23.30-33.75           28.53
    Exercised                            (935,947)          0.84-27.25            5.23
    Cancelled or expired                 (221,600)          4.66-27.25           14.39
                                        -----------      -------------     -------------   --------------
Outstanding at December 31, 2003         3,607,161       $  0.84-33.75      $    13.59        1,520,301
    Granted                                554,000         29.25-41.42           35.74
    Exercised                            (863,480)          0.84-32.80            6.46
    Cancelled or expired                 (212,999)          4.66-31.88           18.41
                                        -----------      -------------     -------------   --------------
Outstanding at December 31, 2004         3,084,682       $  0.84-41.42      $    19.22        1,337,282
    Granted                                 63,000         37.71-44.07           40.64
    Exercised                          (1,013,498)          0.84-33.75           11.28
    Cancelled or expired                 (182,801)          4.66-41.26           28.82
                                        -----------      -------------     -------------   --------------
Outstanding as of December 31, 2005      1,951,383        $ 3.36-44.07      $    23.13          882,683
                                        ===========      ==============    ==============  ==============
                  Option and weighted average price information by price group is as follows:

</TABLE>
<TABLE>
<CAPTION>


                                     Shares Outstanding                         Exercisable Shares
                            Number        Weighted         Weighted        Number of         Weighted
                           of Shares       Average          Average          Shares          Average
                                          Exercise         Remaining                      Exercise price
                                            Price            Life

December 31, 2005:
<S>  <C>      <C>            <C>            <C>                 <C>          <C>               <C>
     $3.36 to $8.10          391,310        $  5.83             1.5          386,310           $   5.81
     $18.00 to $25.25        738,224        $ 19.70             7.6          315,324           $  19.27
     $27.25 to $33.75        530,849        $ 30.79             7.6          135,449           $  30.56
     $41.26 to $44.07        291,000        $ 41.13             8.9           45,600           $  41.27
                           ---------                                        ---------
                           1,951,383                                         882,683
                           =========                                        =========
</TABLE>

(b)      Employee Stock Purchase Plan

          Effective  April 1, 2004,  the Company  implemented  an Employee Stock
          Purchase Plan ("ESPP") to offer eligible  employees the opportunity to
          purchase  the  Company's  common  stock at a discount  from the market
          price as reported on the New York Stock Exchange.  Eligible  employees
          may  authorize  the  Company  to deduct a  specified  portion of their
          compensation  each payroll period for each quarterly  offering period.
          The  accumulated  payroll  deductions  will be used by the  Company to
          provide for the purchase by the ESPP  administrator  of Company common
          stock for  delivery to ESPP  participants.  These  shares may be newly
          issued shares,  treasury shares or shares purchased on the open market
          or  otherwise.  The ESPP provides  that the per share  purchase  price
          discount established by the Compensation Committee of the Board may be
          no  greater  than 15% of the fair  market  value of a share of Company
          common stock on the last day of each quarterly  offering  period.  The
          Compensation  Committee has set the purchase  price  discount at 5% of
          the Company stock's fair market value.  Under the ESPP,  employees are
          limited to the purchase of shares of the Company's common stock having
          a fair market value no greater than $25,000  during any calendar year,
          as  determined  on the  date of  purchase.  The  Company  has  filed a
          Registration  Statement  on Form  S-8  with  the SEC to  register  1.2
          million  shares of the  Company's  common  stock  under the ESPP.  The
          Company has suspended the ESPP, pending the closing of the Merger with
          General Dynamics.


<PAGE>
<TABLE>
<CAPTION>

                                                            Total Number of
                               Total                      Shares Purchased as      Maximum Number of
                            Number of       Average         Part of Publicly      Shares that May Yet -
                              Shares      Prices Paid     Announced Plans for         Be Purchased
          Period             Purchased     per Share            Programs            Under the Plans
         ---------------    ----------    -----------     --------------------  -----------------------
<S>       <C>   <C>           <C>            <C>                   <C>                 <C>
     July 1-31, 2004          14,668         $32.29                14,668              1,185,332
    October 1-31, 2004        16,262         $37.20                16,262              1,169,070
                            ---------                         ------------
        Total 2004            30,930                               30,930
                            ========                          ============
    January 1-31,2005         14,669         $41.77                14,669              1,154,401
    April 1 - 31, 2005        14,201         $39.13                14,201              1,140,200
    July 1 - 30, 2005         12,493         $45.83                12,493              1,127,707
   October 1 - 31, 2005       16,819         $43.05                16,819              1,110,888
                            ---------                         ------------
        Total 2005            58,182                               58,182
                            ========                          ============
</TABLE>

(c)      Supplemental Retirement Savings Plan

          Effective  January 1, 2004,  the Company  implemented  a  Supplemental
          Retirement  Savings Plan (the "Plan") that permits eligible  employees
          and  directors  to  defer  all  or a  portion  of  their  annual  cash
          compensation.  The Company also filed a Registration Statement on Form
          S-8 with the  Securities and Exchange  Commission  ("SEC") to register
          the participation interests under the Plan. The assets of the Plan are
          held in a trust to which  contributions  are made by the Company based
          on amounts elected to be deferred by the Plan  participants.  The Plan
          is treated as unfunded  for tax purposes and its assets are subject to
          the general claims of the Company's creditors. In order to provide for
          an  accumulation of assets  comparable to the contractual  liabilities
          accruing  under the Plan,  the  Company  may direct the trustee of the
          Plan to invest the assets to correspond to the hypothetical investment
          choices made by the Plan participants.

          The Company records both the assets and obligations related to amounts
          deferred under the Plan. Each reporting period, the assets, which have
          been  classified  as  trading  securities  and have been  included  in
          Prepaid Expenses and Other Current Assets on the Consolidated  Balance
          Sheet, and obligations,  are adjusted to fair market value, with gains
          (losses)  on  the  assets  included  in  other  income  (expense)  and
          corresponding  adjustments to the obligations recorded as compensation
          expense.  As of December 31, 2005 and 2004, the deferred  compensation
          obligation was approximately $2.0 million and $808,000,  respectively.
          For the years ended  December 31, 2005 and 2004,  the  adjustments  to
          fair market value were not significant.

(d)      Pro Forma Disclosure

          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.

          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, 2005, 2004 and 2003 would approximate
          $75.2 million, $58.0 million, and $32.9 million,  respectively,  using
          an expected option life of 5, 5, and 5 years,  respectively,  dividend
          yield  rate of 0% and  weighted  average  volatility  rates of  32.8%,
          33.8%,  and  45.8%,  respectively,   and  weighted  average  risk-free
          interest  rates of 3.85%,  3.33%,  and 3.03% for 2005,  2004 and 2003,
          respectively (see note 2(m)). The Company believes that the effects of
          applying SFAS No. 123 in this pro forma  disclosure are not indicative
          of future amounts.


<PAGE>

(13)     Comprehensive Income

          Comprehensive   income  includes  the  accumulated   foreign  currency
          translation adjustment and changes in the fair values of interest rate
          swaps. The Company presents comprehensive income as a component of the
          accompanying  Consolidated  Statements  of  Stockholders'  Equity  and
          Comprehensive  Income.  The  amount of  accumulated  foreign  currency
          translation  adjustment was  approximately  $13,000 and $254,000 as of
          December 31, 2005, 2004, respectively.

(14)     Earnings Per Common Share

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

                                            For the Year Ended
                                            December 31, 2005

                                            Weighted Average
                              Income              Shares           Per Share
                            (Numerator)         (Denominator)        Amount
                              (in thousands, except share and per share data)

Basic earnings per share      $  78,708            36,810,863         $  2.14
                              ===========                           ==========
Stock options                                         999,281
Diluted earnings per share    $  78,708            37,810,144         $  2.08
                              ===========                           ==========


                                            For the year ended
                                            December 31, 2004

                                             Weighted Average
                                Income            Shares            Per Share
                            (Numerator)         (Denominator)         Amount
                              (in thousands, except share and per share data)

Basic earnings per share       $  61,805           35,716,669          $  1.73
                              ===========                           ==========
Stock options                                       1,550,706
Diluted earnings per share     $  61,805           37,267,375          $  1.66
                              ===========                           ==========




                                            For the year ended
                                            December 31, 2003

                                             Weighted Average
                               Income             Shares            Per Share
                            (Numerator)         (Denominator)         Amount
                              (in thousands, except share and per share data)

Basic earnings per share       $  36,190           34,851,281          $  1.04
                              ===========                           ==========
Stock options                                       2,074,207
Diluted earnings per share     $  36,190           36,925,488          $  0.98
                              ===========                           ==========


<PAGE>


Commitments and Contingencies

(a)      Leases

          The  Company  is  obligated  under  capital  leases  covering  certain
          property and  equipment  that expire at various  dates during the next
          five  years.  At  December  31,  2005 and 2004,  the  gross  amount of
          property and equipment and related accumulated  amortization  recorded
          under capital leases were as follows (in thousands):

                                             2005              2004
                                        -----------       --------------
Property and equipment                   $     643         $   1,044
Less Accumulated amortization                (333)             (580)
                                        -----------       --------------
                                         $     310         $     464
                                        =============     ==============

          Amortization  of assets  held  under  capital  leases is  included  in
          general and administrative  expenses in the accompanying  Consolidated
          Statements of Operations.

          The  Company  also  leases  facilities  and  certain  equipment  under
          operating  lease  agreements  expiring at various  dates through 2019.
          These leases  generally  contain  renewal  options for periods ranging
          from 3 to 5 years,  and require the Company to pay all executory costs
          such as maintenance,  taxes,  and insurance.  As of December 31, 2005,
          the aggregate minimum annual rental  commitments  under  noncancelable
          operating leases are as follows (in thousands):
<TABLE>
<CAPTION>

                                                                 Capital          Operating
Year  ending December 31                                         Leases            Leases
------------------------                                   ----------------     ------------

<C>                                                           <C>                <C>
2006                                                          $      146         $   29,540
2007                                                                 130             24,240
2008                                                                  89             19,594
2009                                                                  15             15,505
2010                                                                  --             12,918
Thereafter                                                            --             54,082
                                                           ----------------     ------------
         Total minimum lease payments                         $      380         $  155,879
Less estimated executory costs (at 7.25%)                             18        ============
                                                           ---------------
Net minimum lease payments                                           362
Less amount representing interest
   (at rates ranging from 1.79% to 10.50%)                            31
                                                           ---------------
Present value of net minimum capital lease payments                  331
Less current installments of obligations under capital
leases                                                               121
                                                           ---------------
Obligations under capital leases, excluding current
installments                                                    $    210
                                                           ===============
</TABLE>

          Rent expense under all operating  leases for the years ended  December
          31,  2005,  2004 and  2003  was  approximately  $35.3  million,  $33.1
          million, and $25.4 million, respectively.

(b)      Legal Proceedings

          On November 4, 2005, the Company received a Customs Export Enforcement
          Subpoena  for  documents  from  United  States  Customs  Service.  The
          subpoena  requested  the  production  of records  and  information  in
          connection  with two of the Company's  programs,  and a description of
          the  Company's  export  compliance   program.   The  Company  produced
          documents responsive to the subpoena in November and December 2005 and
          the matter is  on-going.  Although  the  Company  cannot  predict  the
          outcome of this matter, the Company does not believe that it will have
          a material  impact on the Company's  financial  position or results of
          operations.

          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.

(16)     Secondary Offering Expenses

          On  October  29,  2004,   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",  sold  3,600,000
          shares  of the  Company's  common  stock in an  underwritten  offering
          pursuant to a shelf registration  statement on Form S-3 filed with the
          SEC (Commission File No.  333-111249).  Neither the Company nor any of
          its  executive  officers  participated  in the sale of  shares in this
          offering.  In  connection  with this  offering,  the Company  incurred
          $240,000 of expenses for the year ended  December 31, 2004,  for which
          the Company was not  reimbursed  in  accordance  with the terms of the
          registrations  rights agreement with certain of its  stockholders,  as
          amended.

          On December  17,  2003,  the  Company  registered  approximately  11.1
          million  shares  of its  common  stock  for  sale  in an  underwritten
          offering pursuant to a shelf registration  statement on Form S-3 filed
          with the SEC which was declared  effective.  These  securities  may be
          offered on a delayed or  continuous  basis  pursuant to Rule 415 under
          the Securities Act of 1933, as amended.

          On  September  22,  2003,  certain  of  the  Company's   stockholders,
          including  Caxton-Iseman  stockholders,  sold 6,600,000  shares of the
          Company's  common  stock in an  underwritten  offering  pursuant  to a
          registration statement on Form S-3 filed with the SEC (Commission File
          No.s  333-108147 and  333-108858).  In the fourth quarter of 2003, the
          underwriters of this offering partially exercised their over-allotment
          option  with  respect  to  additional   shares  held  by  the  selling
          stockholders. As a result, on October 16, 2003, certain of the selling
          stockholders sold an additional 297,229 shares of the Company's common
          stock in a second closing pursuant to the same underwritten  offering.
          In connection with this offering,  the Company incurred  approximately
          $852,000 of  expenses  for the year ended  December  31,  2003.  These
          expenses were  reimbursed by certain of the selling  stockholders  and
          the  reimbursement  was recorded by the Company as an expense and as a
          contribution to additional paid-in-capital.

(17)     Quarterly Results of Operations (Unaudited)

          The following summarizes the unaudited quarterly results of operations
          for the years ended December 31, 2005 and 2004 (in  thousands,  except
          per share data):
<TABLE>
<CAPTION>

           Quarter ended:               March 31      June 30       September 30     December 31       Total
                                     --------------  ----------     -------------   -------------    ---------
2005
-----
<S>                                   <C>               <C>               <C>            <C>         <C>
    Revenues                          $    349,982      368,595           382,050        392,585     1,493,212
    Operating income                        30,800       34,458            35,369         36,252       136,879
    Net income                              18,024       19,974            20,962         19,748        78,708
    Basic earnings per common share           0.50         0.55              0.56           0.53          2.14
    Diluted earnings per common               0.48         0.53              0.55           0.52          2.08
     share

2004
    Revenues                          $    288,150      304,161           325,581        350,247     1,268,139
    Operating income                        23,537       24,914            27,668         29,910       106,029
    Net income                              13,334       14,665            16,849         16,957        61,805
    Basic earnings per common share           0.38         0.41              0.47           0.47          1.73
    Diluted earnings per common
     share                                   0. 36         0.39              0.45           0.45          1.66

</TABLE>

<PAGE>

(18)     Segment Reporting

          Although the Company is organized by  strategic  business  units,  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 all of the
          Company's government contracting units.