EIGHTH SUPPLEMENTAL INDENTURE

                  EIGHT SUPPLEMENTAL  INDENTURE (the "Supplemental  Indenture").
Dated as of December 5, 2003, among Anteon International Corporation, a Delaware
corporation (the "Company"),  Anteon Corporation, a Virginia corporation ("AC"),
Information  Spectrum,  Inc., a New Jersey corporation ("ISI," and together with
AC, the "Guarantors"),  and the Bank of New York, (as successor to IBJ Whitehall
Bank  &  Trust  Company),  a New  York  backing  corporation,  as  trustee  (the
"Trustee").

                  WHEREAS,  the  Company,  the  Guarantors  and the  Trustee are
parties to that certain  Indenture,  dated as of May 11, 1999 (as  supplemented,
the "Indenture"),  pursuant to which the Company's 12% Senior Subordinated Notes
due 2009 (the  "Notes")  were  issued.  Capitalized  terms used but not  defined
herein shall have the same meanings ascribed to such terms in the Indenture;

                  WHEREAS,  Section  9.02 of the  Indenture  provides  that  the
Company,  the  Guarantors  and the Trustee may make  certain  amendments  to the
Indenture  with the  written  consent of the  Holders of at least a majority  of
principal amount of the Notes then outstanding;

                  WHEREAS,  the Company  distributed  an offer to  Purchase  and
Consent  Solicitation  Statement  dated as of  November  20, 2003 (the "Offer to
Purchase")  in order to,  among other  things,  make an offer of  purchase  (the
"Offer") all outstanding Notes upon terms and conditions  described in the Offer
to  Purchase  and to  solicit  consents  (the  "Consents")  from the  Holders to
amendments to the Indenture (the "Amendments");

                  WEHREAS, Holders of at least a majority in aggregate principal
amount of the Notes outstanding have given and, as of the date hereof,  have not
withdrawn their consent to the Amendments; and

                  WEHREAS,  the execution of this supplemental  Indenture by the
parties hereto is in all respects authorized by the provisions of the Indenture,
the  Company has  delivered  to the Trustee  and  Officer's  Certificate  and an
Opinion of Counsel with respect to such authorization,  and all things necessary
to make this  Supplemental  Indenture  a valid  agreement  of the  Company,  the
Guarantors and the Trustee in accordance with its terms have been done.

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable  consideration,  the receipt of which is hereby  acknowledged,
the  Company,  the  Guarantors  and the Trustee  mutually  covenant and agree as
follows:

1. Effect. This Supplemental Indenture shall become effective upon
its  execution  and  delivery  by  the  parties  hereto.  Not  withstanding  the
foregoing,  the  amendments  set  forth in  Section  2 below  will  only  become
operative when all validly tendered Notes are accepted for purchase  pursuant to
the  Offer.  If,  after  the date  hereof,  either  the Offer is  terminated  or
withdrawn or all payments in respect of the Notes accepted for payment  pursuant
to the Offer are not made after the Acceptance  Date (as defined in the Offer to
Purchase),  the  amendments  set forth in Section 2 shall have no effect and the
Indenture  shall be  deemed  to be  amended  so that it reads the same as it did
immediately prior to the date hereof.

2. Amendments.

                  The Indenture is hereby amended as follows:

a)                Section 1.01 is hereby amended as follows:

(i)      the   definitions  of   "Additional   Assets,"   "Asset   Disposition,"
         "Attributable Debt," "Average Life," "Change of Control," "Consolidated
         Coverage  Ration,"  "Consolidated   Interest  Expense,"   "Consolidated
         Leverage  Ration,"  "Consolidated  Net Income,"  "Currency  Agreement,"
         "EBITDA,"   "Hedging    Obligations,"    "Interest   Rate   Agreement,"
         "Investment,"  "Net Available  Cash," "Net Cash  Proceeds,"  "Permitted
         Holders," "Permitted Investments," "Refinancing Indebtedness," "Related
         Business,"  "Related Party,"  "Restricted  payment,"  "Revolving Credit
         Facilities,"  "Subordinated  Obligation," "Temporary Cash Investments,"
         and "Term Loan Facilities" are hereby deleted in their entirety;

(ii)     the definition of  "Additional  Securities" is hereby revised to delete
         in  its  entirety  the  following  text:   "subject  to  the  Company's
         compliance with Section 4.03," and to add the word "the" after the word
         "means";

(iii)    the  definition  of  "Affiliate"  is  hereby  revised  to delete in its
         entirety the last sentence thereof;

(iv)     the definition of "Disqualified  Stock" is hereby amended by adding the
         words ", as in effect prior to December 5, 2003" after "under  Sections
         4.06 and 4.09";

(v)      the  definition of  "Securities"  is hereby deleted in its entirety and
         replaced  with the  following  definition:  "Securities"  or "Security"
         means one or more, as applicable,  of the  Securities  issued under the
         Indenture"; and

(vi)     the definition of "Unrestricted Subsidiary" is hereby amended by adding
         the words ", as in effect  prior to  December  5,  2003' in the  second
         paragraph in subsection  (B) after the phrase "under  Section 4.04" and
         by adding the words ", as in effect  prior to December 5, 2003," in the
         third  paragraph in subsection (A) after the phrase "under Section 4.03
         (a)".

b)       Section 1.02 is hereby amended by deleting the following terms in their
         entirety:  "Affiliate Transaction," "Change of Control Offer," "Offer,"
         "Offer Amount," "Offer Period," and "Purchase Date".

c)       Section 2.02 is hereby  amended by deleting the words "Section 4.03" in
         the fifth  paragraph  and by  replacing  such text with the words  "the
         Indenture".

d)       Section 2.13 is hereby  amended by deleting the words "Section 4.03" in
         the first  paragraph  and by  replacing  such text with the words  "the
         Indenture".

e)       The text of Sections 4.02,  4.03, 4.04, 4.05, 4.06, 4.07, 4.08 and 4.09
         of the Indenture is hereby  deleted in its entirety and these  Sections
         shall be of no further  force and effect and the words  "[INTENTIONALLY
         DELETED]"  shall be  inserted,  in each case,  in place of the  deleted
         text.

f)       Section 5.01 is hereby amended to read as follows:

"WHEN  COMPANY  MAY  MERGE  OR  TRANSFER  ASSETS.  (a)  The  Company  shall  not
consolidate  with or merge with or into,  or convey,  transfer or lease,  in one
transaction or a series of transactions, all or substantially all its assets to,
any Person, unless the resulting, surviving or transferee Person (the "Successor
Company")  (if  not  the  Company)  shall  expressly  assume,  by  an  indenture
supplemental  hereto,  executed and delivered to the Trustee, in form reasonably
satisfactory  to the  Trustee,  all the  obligations  of the  Company  under the
Securities and this Indenture.

(b) The Company shall not permit any Subsidiary Guarantor to consolidate with or
merge with or into, or convey,  transfer or lease,  in one transaction or series
of transactions, all or substantially all of its assets to any Person unless the
resulting,  surviving  or  transferee  Person  (if  not  the  Subsidiary)  shall
expressly  assume,  by an  amendment  to this  Indenture,  in a form  reasonably
acceptable to the Trustee, all the obligations of such Subsidiary, if any, under
its Subsidiary  Guaranty;PROVIDED  HOWEVER, that the preceding restrictions will
not be applicable if, in connection with such consolidation, merger, conveyance,
transfer  or  lease,  the  Subsidiary   Guarantor  will  be  released  from  its
obligations  under Section 11.06"; g) Section 6.01 is hereby amended by deleting
the text of  clauses  (6) and (9) and by  replacing  such  text  with the  words
"[INTENTIONALLY  DELETED]",  by adding  the word "or" after "60 days;" in clause
(8),  and by amending  the text of clause (4) to read as follows:  "the  Company
fails to comply with Section 4.10 and such failure  continues  for 30 days after
the notice  specified  below;" h) Section 8.01 is hereby amended by deleting the
text of  clause  (b)  (ii) and by  replacing  such  text  with  the  words  "its
obligations under Section 4.10 and the operations of Sections 6.01 (4), 6.01(7),
and 6.01(8) (but in the case of Sections  6.01(7) and (8),  with respect only to
Significant  Subsidiaries)  ("covenant  defeasance  option").  The  Company  may
exercise its legal defeasance option  notwithstanding  its prior exercise of its
covenant  defeasance  option."  Section 8.01 is further  amended by deleting the
second sentence of the second  paragraph of subsection (b) and by replacing such
text  with the  following  sentence:  "If the  Company  exercised  its  covenant
defeasance option,  payment of the Securities may not be accelerated  because of
an Event of Default specified in Sections 6.01(4),  6.01(7) and 6.01(8) (but, in
the  case of  Sections  6.01(7)  and  (8),  with  respect  only  to  Significant
Subsidiaries)."  3 Notice of  Supplemental  Indenture.  The  Company  shall mail
notice of this  supplemental  Indenture  to the  Holders as required by Sections
9.02 of the Indenture.

4        Governing  Law. This  Supplemental  Indenture  shall be governed by and
         construed in accordance with the laws of the State of New York.

5        Counterparts.  This  Supplemental  Indenture  may be executed in one or
         more counterparts, each of which shall be an original, but all of which
         together shall constitute one of the same documents.

6        Effect on Indenture.  This Supplemental  Indenture shall form a part of
         the Indenture for all purposes, and every Holder of Notes heretofore or
         hereafter  authenticated and delivered shall be bound hereby. Except as
         expressly  set forth herein,  the Indenture is in all respect  ratified
         and  confirmed and all the terms,  conditions  and  provisions  thereof
         shall remain in full force and effect,  including  with respect to this
         Supplemental Indenture.

7        Conflict   with  Trust   Indenture   Act.  If  any  provision  of  this
         Supplemental   Indenture  limits,   qualifies  or  conflicts  with  any
         provision  of the  Trust  Indenture  Act  that  may not be so  limited,
         qualifies or conflicted with, such provision of such Act shall control.
         If any provision of this  Supplemental  Indenture  modifies or excludes
         any  provision  of the Trust  Indenture  Act that may be so modified or
         excluded,  the  provision  of such Act  shall be deemed to apply to the
         Indenture  as so  modified  or  to be  excluded  by  this  Supplemental
         Indenture, as the case may be.

8        Separability  Clause.  In  case  any  provision  in  this  Supplemental
         Indenture  shall be invalid,  illegal or  unenforceable,  the validity,
         legality and  enforceability  of the remaining  provisions shall not in
         any way be affected or impaired thereby.

9        Effect of  Headings.  The Article and  Section  heading  herein are for
         convenience only and shall not affect the construction hereof.

10       Benefits of Supplemental  Indenture,  etc. Nothing in this supplemental
         Indenture,  the Indenture or the Notes, express or implied,  shall give
         to any  person,  other than the  parties  hereto and  thereto and their
         successors  hereunder  and  thereunder  and the  Holders of Notes,  any
         benefit  of any legal or  equitable  right,  remedy or claim  under the
         Indenture, this Supplemental Indenture or the Notes.

11       Successors  and  Assigns.   All  agreements  of  the  Company  and  the
         Guarantors  in this  Supplemental  Indenture  and the Notes  shall bind
         their respective successors.

12       Trustee.  The Trustee  makes no  representations  as to the validity or
         sufficiency of this Supplemental Indenture. The recitals and statements
         herein are deemed to be those of the Company and the Guarantors and not
         of the Trustee.[Remainder of page intentionally left blank]

<PAGE>


          IN  WITNESS WHEREOF,  the parties have executed
                   this Supplemental  Indenture as of the date
                   first written above.


                                   ANTEON INTERNATIONAL
                                   CORPORATION

                                   By:
                                      -----------------------------------------
                                   Name : Curtis L. Schehr
                                   Title: Senior Vice President, General Counsel
                                          and Secretary

                                   ANTEON CORPORATION

                                   By:
                                      -----------------------------------------
                                   Name : Curtis L. Schehr
                                   Title: Senior Vice President, General Counsel
                                          and Secretary

                           INFORMATION SPECTRUM, INC.
                                      By:
                             Name : Curtis L. Schehr
                   Title: Vice President / Assistant Secretary

                                       THE BANK OF NEW YORK
                                                as Trustee
                                       By:
                                          --------------------------------------
                                       Name:
                                       Title: