<PAGE>

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

                                    FORM 10-K

        (Mark One)
       /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       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: 333-84835

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

                        ANTEON INTERNATIONAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


           VIRGINIA                                             54-1023915
(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: NONE

                 NAME OF EACH EXCHANGE ON WHICH REGISTERED: N/A

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

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


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

         Indicate by check mark 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 14,266,128 shares of common stock outstanding as of March
14, 2001

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                           FORWARD-LOOKING STATEMENTS

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

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

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

         o        funded backlog;

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

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

         Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to be materially
different. Such factors include, but are not limited to, the following:

         o        the continuing integration of Sherikon, Inc. and our other
                  acquisitions without disruption to our other business
                  activities;

         o        changes in general economic and business conditions;

         o        changes in Federal government procurement laws, regulations
                  and policies;

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

         o        technological changes;

         o        the ability to attract and retain qualified personnel;

         o        changes in Federal government procurement budgets;

         o        industry capacity;

         o        competition; and

         o        our ability to retain our contracts during any rebidding
                  process.


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         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.

                                     PART I

ITEM 1. BUSINESS

GENERAL

         Anteon International Corporation ("Anteon" or the "Company"),
headquartered in Fairfax, Virginia, is a leading information technology and
e-business solutions company providing support to the federal government,
commercial, and international sectors for 25 years. Anteon Corporation was
renamed Anteon International Corporation effective January 1, 2001. Anteon
was founded in 1976 and is incorporated in the Commonwealth of Virginia and
employs approximately 5,000 full-time employees in the United States, Puerto
Rico, England, Germany, Italy, Canada and Australia.

         The Company possesses a strong Department of Defense foundation with
growing federal civilian agency, international, and commercial market presence.
Currently, the U.S. Navy is Anteon's largest federal customer. The Company works
with contracting agencies throughout the Navy, including the Naval Sea Systems
Command, Naval Undersea Warfare Center, Naval Surface Warfare Center, Space and
Naval Warfare Systems Command and Centers, and various other naval research and
fleet support agencies. The U.S. Air Force and U.S. Army are also important
defense customers. Among Anteon's significant federal civilian agency customer
base, the General Services Administration ("GSA"), the Federal Emergency
Management Agency ("FEMA"), United States Postal Service, and Department of
Transportation are key among over 30 agencies served.

SERVICES AND PRODUCTS

         The U.S. federal government is among the world's largest purchasers of
information technology. Due to projected increases in federal government
outsourcing, the volume of information technology services procured from
contractors is expected to increase by approximately 5.9% annually to 2002.
Anteon believes that the federal government will continue to turn to technology
solutions to enhance productivity and reduce costs, given the emphasis on
downsizing, as well as budget constraints for large new projects. The Company
also believes that expenditures will focus on upgrading existing equipment and
systems, including many that Anteon has designed and currently supports.

ANTEON STRATEGIC BUSINESS UNITS

         Anteon offers a full spectrum of information technology, e-business,
and engineering solutions. The Company is organized into strategic business
units, which operate in a closely coordinated fashion in order to leverage the
full breadth and depth of Anteon's extensive technical resources. These units
are: Information Systems Group ("ISG"); Systems Engineering Group ("SEG,"
formerly known as Techmatics); Engineering and Information Technology Group
("E&ITG," formerly part of Analysis & Technology, Inc.); Sherikon ("SESG":
Science and


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Systems Engineering Group), a wholly owned subsidiary; Applied Technology Group
("ATG"); Systems Integration Group ("SIG," formerly part of Analysis &
Technology, Inc.); Products and Application Services Group ("PAS"); Interactive
Media Corporation ("IMC," formerly a subsidiary of Analysis & Technology, Inc.)
a wholly owned subsidiary and Enterprise Ventures Group ("EVG"). A brief
description of each strategic business unit follows.

INFORMATION SYSTEMS GROUP

         The Information Systems Group provides system integration and a full
spectrum of system life cycle information technology services. As a proven
leader in developing complex applications, Anteon's teams of software engineers
bring the latest database tools, application products and technologies, and
web-based solutions to bear on customer needs. Anteon's communication services
include the design, custom configuration and implementation of data, voice, and
video communication networks. The division provides its services through
multiple contract vehicles including GSA Federal Supply Schedule, GSA CAPZONE,
GSA ANSWER and Department of Transportation ITOP.

         Key ISG customers include the U.S. Army, U.S. Air Force, Defense
Finance and Accounting Service, FEMA, Bureau of Indian Affairs and selected
additional government and commercial organizations.

         ISG developed the National Emergency Management Information System
("NEMIS") in support of the FEMA. NEMIS is an enterprise-wide Oracle-based
client/server management information system that connects several thousand
desktop and mobile terminals/handsets and provides FEMA with a fully mobile,
nationwide response and disaster management system. The ISG continues to provide
support and maintenance to the NEMIS system and we believe there may be
significant opportunities to sell similar systems to individual states and
foreign governments.

         Anteon provides comprehensive logistics solutions that support,
enhance, or replace existing federal agency operations. Anteon teams assist in
reinventing supply chains, applying critical logistics support to products or
systems, modernizing transportation networks, and supplementing deployment
capabilities. Specific tasking includes work in supply and value chain
management services, acquisition logistics, distribution and transportation
logistics services, and deployment logistics services. A key example of the
Group's logistics work is the U.S. Air Force Cargo Movement Operations System
("CMOS") project, which began as a systems development and integration contract
and has evolved into an end-to-end support relationship. The Company has been
supporting CMOS since 1989 when it started to develop this mission critical
system for the U.S. Air Force to automate cargo movement operations. CMOS is one
of the largest open systems within the Department of Defense, and the first
standard Air Force client server application to be installed at air bases
worldwide. The CMOS project involved full systems development, end-to-end
support, integration of commercial off-the-shelf ("COTS") systems and custom
developed software, configuration management, maintenance implementation, and
training.

         ISG also provides custom training and performance solutions across all
major computer platforms and delivery systems, with many years of consulting,
performance improvement and training services experience. ISG's computer
programmers and consultants use web-based delivery


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systems and multimedia technology, including computer generated graphics,
animation, full motion video and high fidelity audio to develop multimedia
training solutions that achieve customer training objectives. The Group's
multimedia technologies are platform and tool independent, allowing them to be
easily integrated into any computer environment. An example of Anteon's work in
this area is support for U.S. Army Life Cycle Software Engineering ("LCSE")
Simulation Centers. Anteon provides software development and engineering
services for constructive training devices at over 40 locations throughout the
continental United States, Europe, and in Korea. Simulation Centers provide
computer-driven simulations capable of training Army forces for a wide range of
missions.

         ISG also provides system life cycle engineering for command, control,
computers, communications, intelligence, surveillance and reconnaissance
("C4ISR") systems. Clients include the U.S. Department of Defense, North
Atlantic Treaty Organization ("NATO"), and the U.K. Ministry of Defence. An
example of this work is the Linked Operations/Intelligence Centers Europe
("LOCE") for NATO, which provides a common data structure enabling the rapid
distribution of tailored intelligence data to support coalition operations
during peacetime, in crisis, or war. ISG supports the LOCE program by providing
software and hardware maintenance, communications engineering, formal classroom
and on-site training, and hardware/software configuration management.

         ISG's Dayton Operation conducts materials science research and
development efforts and covers the spectrum of basic research and exploratory
and advanced development efforts for the Air Force's Research Laboratory
including helping to design, build and operate the largest continuous wave gas
laser in the United States, located at Wright Patterson Air Force Base.

SYSTEMS ENGINEERING GROUP

         The Systems Engineering Group ("SEG") provides fleet support and system
life cycle engineering primarily for the U.S. Navy surface community. Projects
on which SEG is engaged include the Ballistic Missile Defense Program, the
Cruise Missile Defense Program, the Ship Self Defense Program and the Navy
Theater Air Defense program. SEG was also recently selected to provide systems
engineering support for the next generation destroyer, the new attack submarine
and the new aircraft carrier programs.

         SEG also supports all aspects of the U.S. Navy's AEGIS Program,
including ship design, construction and maintenance; AEGIS combat system
engineering and testing; and the engineering and introduction of a Theater
Ballistic Missile Defense capability in AEGIS.

         An example of SEG's work is support for the Program Executive Office
("PEO") Surface Strike and the acquisition of the Navy's newest surface
combatant, USS Zumwalt (DD-21). Anteon provides a broad range of professional
and technical services including supporting ship design in a total ship
computing environment, system life cycle engineering, and logistics planning
support. The total ship computing environment utilizes advanced computer systems
to reduce required manpower while maintaining safety and enhancing mission
readiness aboard ship. Tasking also includes evaluation of commercial
off-the-shelf software and hardware, test and evaluation of ship systems, and
the development, acquisition and integration of DD-21 combat systems. Elements
of the combat systems supported include multi-function and volume search radar,
and advanced gun and undersea warfare systems. Anteon also provides PEO


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Surface Strike with business and financial management process development, and
supports the Advanced Land Attack Missile and Integrated Power Systems program
offices.

ENGINEERING & INFORMATION TECHNOLOGY GROUP

         E&ITG strategically combines engineering, ship design, and combat
systems expertise with acquisition and program management support services to
further the Company's strategy of positioning itself as a provider of end-to-end
services for technology-based solutions. The Group provides technical expertise
in key undersea warfare areas such as hull-form design, acoustic signature
modeling, structural mechanics, signal processing, machinery design, and
development of tactical decision aids. E&ITG performs theoretical and applied
research to reduce signatures and improve survivability in combatant ships and
vehicles.

         Key customers of E&ITG include the Naval Undersea Warfare Center
("NUWC"), the Naval Surface Warfare Center ("NSWC"), the Office of Naval
Research ("ONR"), and the Naval Sea Systems Command ("NAVSEA").

         E&ITG provides system life cycle services including (1) requirements
definition; (2) systems engineering and integration; (3) testing and evaluation;
and (4) system upgrades. For example, the Group provides system engineering
support for the Virginia Class, the next generation of attack submarine. In
addition, the Group is developing prototype communication software in support of
the U.S. Navy's IT-21 initiative that will incorporate COTS technology to speed
solutions to the fleet.

         Another example of E&ITG's work is support for ONR's Power Electronic
Building Block ("PEBB") Program, where the goal is to reduce new ship
construction costs as well as maintenance costs by providing a smart
multifunction device that interfaces between the ship's machinery, systems and
power supply. To facilitate this, the Group's machinery research and development
engineers are designing and developing a new class of programmable electronic
power modules for shipboard power control and conversion. This includes
providing engineering support from requirements definition to design,
development, prototyping and device fabrication and installation.

         E&ITG also specializes in developing tactical decision aids primarily
for the U.S. Navy. The Group's capabilities include (1) software development,
(2) telecommunications/networking, (3) database systems, (4) COTS product
integration, (5) training, (6) simulation and (7) modeling and data fusion. The
Group helps customers improve the capability, responsiveness, and reliability of
their systems through advanced network architectures and user friendly software
platforms. The Company is providing COTS solutions to develop a high-technology
graphical user interface ("GUI") for the Advanced Systems Technology Office of
the NAVSEA. The Company was also selected by the Naval Research Laboratory to
perform research and development on the Meteorology and Oceanography ("METOC")
database, a system that reduces event-triggered human decision errors. The METOC
system was selected by NATO as the standard for the Allied forces' environmental
analysis systems.


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SHERIKON

         Sherikon, Inc. is a wholly owned subsidiary of the Company, offering
system engineering, information systems, telecommunications, health service
information systems, and aerospace systems technical services. Anteon acquired
all of the outstanding stock of Sherikon, Inc. on October 20, 2000, as
previously reported. Subsidiary headquarters are in Chantilly, Va., with 14
Sherikon offices and numerous work sites located in 21 states, and Puerto Rico,
Germany, and Italy.

         Key customers include the Department of Defense, Department of Justice,
Department of Transportation; General Services Administration; the states of
California, Florida, Texas, Pennsylvania; and several municipalities.

         An example of Sherikon's support is work for the U.S. Army Medical
Material Development Activity ("USAMMDA"), where Sherikon is a subcontractor to
Cambridge Consulting Corporation. Tasking includes preparation of briefings,
technical assessments, and decision papers required by the DOD 5000 series of
directives to manage the acquisition process. The types of products supported
include medical devices, equipment and systems; drugs; vaccines; diagnostics;
and therapeutics.

APPLIED TECHNOLOGY GROUP

         The Applied Technology Group provides information technology,
engineering and environmental services to a wide variety of customers
predominately in the western U.S. through various customer specific and GSA
contracts or Schedules. The Group's client base includes, among others, the U.S.
Navy, Army Corps of Engineers, Air Force, the Environmental Protection Agency,
the GSA, Bonneville Power Administration, and the Department of Interior.

         An example of ATG's work is support for the Space and Naval Warfare
Systems Command in San Diego ("SPAWAR"). Anteon provides systems engineering,
system integration, fleet installation, configuration management, and foreign
military sales ("FMS") services for the Advanced Tactical Data Link Systems
("ATDLS"). As part of the ATDLS environment, Anteon supports the Joint Tactical
Information Distribution System ("JTIDS"), Link-16, 11, and 22 tactical data
link programs, Submarine TADIL-J ("S-TADIL-J"), Link Missile Tactical Terminal
("LMT2"), Multi-TADIL, and Multifunctional Information Distribution System
("MIDS") projects. These data links provide the backbone and architecture for
tying together various information and communication systems networks, thereby
allowing the decision-maker a clear perspective of the situation. The networks
are intended to bring together the collection and dissemination of information
from platforms ranging from satellites to submarines, tanks to cruise missiles,
and ground stations to advanced fighter jets and AEGIS cruisers.

         Another example of the type of services provided by ATG is the
engineering and information technology support provided to the U.S. Navy's Site
Characterization and Analysis Penetrometer System ("SCAPS") since 1994. SCAPS is
an innovative technology developed initially by the SPAWAR Systems Center in San
Diego in partnership with the Naval Facility Command ("NavFac") and Anteon.
Geologists use SCAPS to rapidly characterize subsurface conditions at sites for
real-time data processing of on-site evaluations. The Company also


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performs environmental compliance audits, compliance management planning,
pollution prevention surveys and monitoring, environmental exposure and
prediction models, as well as develops computer-based interactive courseware for
Occupational Safety and Health Administration ("OSHA") training.

SYSTEMS INTEGRATION GROUP

         The Systems Integration Group ("SIG") provides full life cycle combat
and ocean systems engineering, including requirements definition, system
engineering, test and evaluation, fabrication/production, and in-service
engineering.

         Key customers include the Fleet Technical Support Center, Atlantic,
Naval Sea Systems Command, Philadelphia, Supervisor of Ship Building
("SUPSHIP"), Portsmouth, Coastal Systems Station, Panama City Beach, and the
Naval Research Laboratory.

         For the Fleet Technical Support Center Atlantic, SIG provides technical
support services on combat, hull, mechanical and electrical ("HM&E"), and
undersea systems. The work includes equipment installations, inspections,
testing, and modernization upgrades, as well as training, for equipment aboard
both surface ships and submarines of the Atlantic Fleet. Many of the
modernization upgrades are consistent with the Navy's COTS procurement
philosophy.

         Supporting the Naval Sea Systems Command, SIG is the Navy's leading
provider of technical services for the state-of-the-art Smart Ship System. Smart
Ship is an IT-based shipboard maintenance system, which replaces many of the
manual maintenance programs with automated diagnostic tools. Smart Ship is a key
strategy in the Navy's introduction of the new series 21st century surface
combatants, including the DD-21 class destroyer. SIG also provides technical
support and engineering services for ship maintenance and repair aboard active
U.S. Navy ships for SUPSHIP, Portsmouth. The work includes shipboard system
installation, modification, repair, testing, and removal. The subject systems
include propulsion, ordnance, electronic, navigation, command and control, and
electronic warfare systems. In the area of ocean engineering, including
meteorological and oceanographic systems, SIG is a leading information
technology and engineering contractor for the Naval Research Laboratory and the
Coastal System Station. SIG is providing services that include cyclone-modeling,
data acquisition and processing for weather satellites, upgrade and maintenance
of diving and salvage systems, and the development of mine warfare systems for
both identification and removal of mine-like objects.

         SIG is well positioned to develop the application of Anteon's full
spectrum of engineering services as the Navy evolves its full service
contracting concept. Full service contracting is expected to establish new
dynamics for the maintenance of U.S. Navy ships and their systems, with prime
contractors responsible for building ships as well as assuring that each ship is
ready for operational deployment throughout its life cycle.

         This Group is also heavily involved in the Navy's SmartCard program.
SIG provides program management support services for the Navy's SmartCard
Program Office, as well as procurement, warehousing, and drawing and
documentation development for various clients. The Group also supports smart
podium design and battle group installations as well as life-cycle maintenance,
including 24/7 help desks. SIG offers ship and shore networking (hardwire and


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wireless), biometrics and physical reader interfacing, authentication and
encryption, and peripheral component compatibility assurance.

PRODUCTS AND APPLICATION SERVICES GROUP

         The Product Applications and Services Group sells a wide variety of
software products, maintenance, and other services and training to the federal
government through Anteon's GSA Federal Supply Schedule contracts and reseller
agreements. Products include offerings from Oracle, IBM/Lotus, Microsoft, and
Siemens. The Company frequently builds new consulting engagements around the
sale of these products to new customers. Some software products offered are the
result of strategic partnerships and alliances the Company has developed to
better serve its customers. Currently the Company's strategic alliances include,
but are not limited to:

         Oracle: Anteon's status as a Certified Solution Partner in the Oracle
Partner Program allows the Company privileged access to Oracle's leading
Internet-based development and deployment technologies.

         IBM: Anteon is an IBM Member Business Partner, a program emphasizing
complete business and e-business solutions. Anteon has also been designated a
"Government Specialty for e-business" Partner by IBM. The Government Specialty
for e-business distinction recognizes that Anteon possesses a strong portfolio
of government applications compliant with IBM's government portal architecture
and application framework for e-business.

         Information Builders, Inc. ("IBI"): Anteon and IBI are partners focused
on enabling e-government with user-focused, Web-based business intelligence.
Sharing and expanding expertise, both companies work to enable customers to use
more of the latest technologies, such as the Internet, intranets and mobile
devices, while maximizing existing infrastructure investments in mainframe and
legacy systems.

INTERACTIVE MEDIA CORPORATION

         Interactive Media Corporation ("IMC"), provides custom training and
performance solutions across all major computer platforms and delivery systems.
IMC has established positions in telecommunications and financial services as
well as in the rapidly growing web-based training market. IMC has many years of
consulting, performance improvement and training services experience. Since
1990, IMC's personnel have developed thousands of hours of interactive media
courseware. IMC's computer programmers and consultants use web-based delivery
systems and multimedia technology, including computer generated graphics,
animation, full motion video and high fidelity audio to develop training
solutions that are both educational and expedient to the end user. The unit's
multimedia technologies are platform and tool independent, allowing them to be
easily integrated into any company's computer environment.

ENTERPRISE VENTURES GROUP

         The Enterprise Ventures Group incubates new products and services to
develop new markets for Anteon. Descriptions of current businesses within this
group follow.


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         Anteon-CITI, LLC, a joint venture, offers a suite of software products
to federal, state, and local law enforcement agencies in the U.S., Canada and
Mexico. Its flagship offering, Special Investigative Unit Support System
("SIUSS"), is an Oracle and Windows-based product providing an analytical system
for criminal investigations by drawing together intelligence gathered during a
criminal investigation and assisting in the identification of patterns of
criminal activity. Companion products include Speedload, which overcomes the
problem of multiple data entry, Graphics, which provides visual results of many
of the SIUSS analytical reports, and Insight, which gives the investigator the
ability to perform many functions of an intelligence analyst.

         The Center for Information Technology Education ("CITE"), a business
unit of Anteon Corporation, offers Oracle, Java and E-Commerce education
programs which enable adult learners to transition to IT careers through evening
and weekend classes. CITE has also established its first satellite center at
Norfolk, Virginia and has partnered with three universities in the region in
order to offer its students continuing education credits or graduate degree
credits. CITE has also established Rockwell University, authorized by the State
of Virginia to enroll students in a graduate masters degree program in
E-Commerce.

         Pocketmultimedia(TM), a business unit of Anteon Corporation, is a
digital entertainment technology unit providing proprietary video compression
technologies developed by the company. Pocketmultimedia's products provide
solutions for creation and playback of streaming video and audio solutions for
wireless and handheld applications. The unit was formed to focus on video and
audio over Internet protocol networks, as well as playback of pre-recorded
content on handheld PDA platforms.

         DisplayCheck(TM), a business unit of Anteon Corporation, provides
PC-based, automated optical inspection systems to conduct automated, cost
effective, functional testing of microdisplays, including liquid crystal
displays ("LCD") and light emitting diode ("LED") panels. The system provided by
DisplayCheck(TM) includes hardware and software for image acquisition,
device-under-test ("DUT") interface and image processing for defect
identification in optical projection devices used in computers, projectors, and
high definition televisions, among other commercial units.

CONTRACTS

GOVERNMENT BIDDING OVERVIEW

         There are several different processes through which a Federal
government agency will solicit bids. The following is a summary of the typical
bidding process which government contractors such as the Company encounter. If a
Federal government agency has a requirement, such as the upgrade of a management
information system, the agency makes a brief announcement of its requirements in
the COMMERCE BUSINESS DAILY or on a government electronic bulletin board to
which contractors like the Company have access. Interested contractors then
submit packages expressing their interest and highlighting their qualifications.
The agency responds to those contractors it deems preliminarily qualified by
providing them with a request for a proposal ("RFP") or similar solicitation.
The RFP is an extensive document describing the desired services and terms and
conditions that will form the final agency contract. The RFP includes a
statement of


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the criteria according to which bids will be evaluated (usually focusing on
price, past performance and quality of technical/management plan). Bidders then
submit proposals in response to the RFP. The agency evaluates all the proposals
and announces the winner. This process can take up to a year.

         The competitive process for a multiple award contract procurement is
similar to that described above, except that the government awards multiple
contracts to a selected group of contractors, rather than a single contract.
Federal agencies desiring to procure goods and services through a particular
multi-agency contract such as GSA ANSWER, will request the servicing agency (for
example, GSA) to initiate a limited competition among the selected awardees,
resulting in the issuance of a task order to a single contractor. A task order
calls for a specific set of services to be delivered by the contractor to a
particular client agency. Competition for task orders among initial awardees can
be intense and often focuses on price, because the initial awardees are already
qualified to supply the service through the initial award of the government
contract vehicle. However, the Company's experience has been that after winning
a task order and effectively providing the requested services, it will typically
receive successive task orders from the same agency for follow-on services. The
Company's experience has also been that the key factors in bidding successfully
for these Federal government contracts are technical capabilities, past
performance, competitive prices and reputation.

TYPES OF CONTRACT VEHICLES

         The Federal information technology procurement environment has changed
dramatically in recent years. Federal government agencies traditionally procured
information technology solutions through agency-specific contracts awarded to a
single contractor or contractor team. Several statutory and regulatory changes
have significantly altered Federal government procurement practices. The number
of procurement "vehicles" available to Federal government customers to satisfy
their requirements has increased dramatically in recent years. Federal
government agencies are now more likely to use flexible contract vehicles that
permit multiple sources to compete for specific orders. The Company believes
these trends are likely to continue.

         IDIQ ("Indefinite Delivery Indefinite Quantity") contracts are
essentially umbrella contracts that set forth the basic terms and conditions
under which the Federal government may order goods and services from one, and in
some cases, more than one, contractor. Such contracts will also specify the
labor and other costing rates that will apply to services that may be the
subject of task orders under those contracts. IDIQ contracts may be awarded to a
single contractor, or to multiple contractors. Multiple-award IDIQ contracts are
increasingly being used for large-scale Federal government purchases of services
and/or integrated systems that may include a significant service or maintenance
component, along with the provision of computer hardware and software. The
periods of performance for IDIQ contracts usually span a base year and a number
of option years. IDIQ contracts do not obligate the Federal government to
purchase goods or services at the maximum levels set forth in the contract.

         Federal government agencies also frequently purchase information
technology services and products through other contract vehicles such as GSA
Federal Supply Schedules. GSA awards such indefinite quantity fixed price
contracts to companies for stated periods of time through which individual
agencies may place orders, receive shipments and make payments directly to
contractors.


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 In order for a company to provide services under a GSA Federal
Supply Schedule contract, the company must be pre-qualified and selected by the
GSA. In the information technology service sector the three ratings criteria
employed by the GSA for pre-qualification are technical skills, price and a
history of excellence in government contract administration. The Company
currently has several GSA Federal Supply Schedule contracts.

         The changed federal government procurement environment presents
suppliers such as the Company with a number of challenges. For example, a
substantial amount of marketing must be done after winning the initial
contract in order to win subsequent delivery and task orders. The Company's
experience has been that the changed environment for government contractors
has on balance been highly favorable to suppliers such as the Company that
have a wide range of technological capabilities, are very focused on cost
control and have a high degree of sophistication and experience in government
contracting. First, these more flexible forms of contract vehicles provide
for very sizable revenue generation opportunities. Second, these vehicles
permit the Company to market its services to a much wider range of customers
than was possible under more traditional contracting vehicles. Third, the
current environment tends to favor entities that have the size and
technological breadth to offer a variety of services because the umbrellas
provide for broader opportunities. Finally, the Company has found that this
environment encourages building longer term and stable supplier/customer
relationships because there are often a number of contract vehicles under
which Federal agencies may be able to direct work to preferred contractors.
This tends to lessen the risks to customer and supplier of going through
recompetes in order to continue to transact business, and provides a reward
for suppliers such as the Company that establish a reputation for quality and
integrity.

CONTRACT PAYMENT TYPES

         The contract vehicles described above employ various payment
methodologies. Contracts are typically referred to as time and materials
contracts, cost-plus contracts and fixed-price contracts. Each of these contract
payment types is described below.

TIME AND MATERIALS CONTRACTS

         Some of the Company's largest contracts are negotiated on the basis of
time and materials. Under this type of contract, a contractor is paid a fixed
hourly rate for direct labor hours expended. Labor costs, overhead and profit
are included in the fixed hourly rate. Materials, subcontractors and other
direct costs are reimbursed at actual costs-plus general and administrative
expenses depending on the Strategic Business Unit's ("SBU") disclosed cost
practices and, in some instances, an agreed-upon percentage of profit. A
contractor makes critical pricing assumptions when proposing fixed labor rates
for a time and materials contract and risks loss of profitability on time and
materials contracts if its actual costs exceed assumed costs.


                                       12
<PAGE>

COST-PLUS CONTRACTS

         Cost-plus contracts provide for reimbursement of costs, to the extent
that such costs are allowable, and the payment of a fixed "fee," which is
essentially the profit negotiated between the contractor and the contracting
agency. 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. The fee is either fixed at the time of award
(fixed-fee), earned at a fixed hourly rate as hours of service are provided
(hourly-fee), or is awarded based on performance, at the sole discretion of the
Government (award-fee). The majority of the Company's cost-reimbursement
contracts are either cost-plus-fixed-fee or cost-plus-hourly-fee contracts. The
contracts may either require completion of defined tasks or delivery of a
specific number of hours of service. The current trend continues to be to
contracts of the latter type. The total of the cost and the fee cannot exceed
the ceiling set forth in the contract. If a contracted task has not been
completed or the specific number of hours of service have not been delivered at
the time the authorized cost is expended, the Company may be required to
complete the work and will be reimbursed for the additional costs but will not
receive an additional fee or the fee may be prorated proportionately to the
number of hours actually provided. To date, the impact of such revisions has not
been material.

FIXED PRICE CONTRACTS

         Under fixed price contracts, a contractor agrees to perform specified
work for a fixed-price and, accordingly, there is greater risk of performing on
the contract.

         The following table gives the approximate percentages of the Company's
revenues realized from the three basic contract types during the periods
indicated for its continuing operations:

<TABLE>
<CAPTION>

                                FISCAL YEARS ENDED DECEMBER 31,
                                -------------------------------
CONTRACT TYPE                  1997     1998     1999     2000
-------------                  ----     ----     ----     ----
<S>                              <C>      <C>      <C>      <C>
Cost-Reimbursement               23%      34%      37%      41%

Time-and-Materials               61%      47%      38%      31%

Fixed-Price                      16%      19%      25%      28%
                                 --       --       --       --
Total Company                   100 %    100 %    100 %    100%
</TABLE>


FEDERAL GOVERNMENT RECEIVABLES

         Almost all of the Company's accounts receivable are derived from
Federal government agencies. An account receivable from a Federal government
agency enjoys the overall credit worthiness of the Federal government, even
though each such agency is a separate agency with its


                                       13
<PAGE>

own budget. Pursuant to the Prompt Payment Act, payments from government
agencies must be made within 30 days of final invoice or interest must be paid.
However, changes in Federal government contracting policies could directly
affect the Company's financial performance, and its continued performance under
government agency contracts, or the award of additional contracts from these
agencies could be materially adversely affected by spending reductions or budget
cutbacks at these agencies. Also, Federal government prime contracts typically
span one or more base years and one or more option years, often covering more
than half of the contract's potential duration. Federal government agencies have
the right not to exercise these option periods and to terminate their contracts
on short notice, with or without cause. Further, the award of all Federal
government contracts is generally subject to protest by disappointed
competitors.

REGULATION

         The passage of the Information Technology Management Reform Act
("ITMRA") in late 1996 resulted in major changes in Federal government
procurement rules governing the acquisition of information technology goods and
services. The ITMRA changed the government's process for procuring information
technology by (1) placing increased attention on the cost-effectiveness of
information technology, return on investment and performance and (2) allocating
to individual agencies authority and accountability for information technology
budgets. These trends are expected to result in increased interagency
coordination and sharing of expense and fewer proprietary or single agency
solution systems. We believe that suppliers such as the Company benefit from
these trends. As a result of the ITMRA, multiple-award IDIQ government-wide
contracts are the preferred vehicle for procuring information technology.
Accordingly, contractors have a decreased need for large-scale investment in bid
and proposal activities and an increased need to commit marketing resources to
identify and capture tasks under existing contracts.

         Federal government contracts are subject to the Federal Acquisition
Regulations ("FAR") and other agency FAR supplements. Major contracts are also
subject to the Truth in Negotiations Act ("TIN Act") and Cost Accounting
Standards ("CAS"). Among other procurement regulations, the FAR contains the
cost principles for setting contract prices while the TIN Act requires the
Company to provide current, accurate and complete cost or pricing data in
connection with the negotiation of a contract. CAS requires consistency of
accounting practices over time and compliance with specific cost accounting
criteria.

         To the extent that a company fails to comply with procurement
requirements, the Federal government may demand an adjustment in contract
prices. Additionally, changes in cost accounting practices are subject to a
required procedure for negotiation of the cost of the change. The Federal
government is protected from paying increased costs resulting from a
contractor's accounting changes.

         The books and records of the Company are subject to audit by the
Defense Contract Audit Agency ("DCAA"), which can result in adjustments to
contract costs and fees as well as penalties and interest costs. The Government
retains a portion of the fee earned by the Company until contract completion and
audit by the DCAA. Audits of the Company by DCAA have been completed for all
fiscal years through 1997 without material adjustments. In the opinion of
management, the audits for fiscal years 1998, 1999 and 2000 will not result in
adjustments


                                       14
<PAGE>

having a material adverse effect on the Company's financial position or results
of operations. However, no assurances can be given that future material
adjustments will not be required.

BACKLOG

         The Company's total backlog represents the aggregate contract revenue
remaining to be earned by the Company at a given time over the life of its
contracts. When more than one company is awarded contracts for a given work
requirement, the Company includes in total backlog its estimate of the contract
revenue it expects to earn over the remaining life of the contract. Funded
backlog consists of the aggregate revenue remaining to be earned at a given time
under (a) contracts for which funding has been contractually committed to the
Company in writing by a procuring Government agency, and (b) contracts with
non-Government customers. Unfunded backlog is the difference between total
backlog and funded backlog.

         The Company, like most of its competitors, possesses a substantial
backlog of several hundred contracts that provide potential multi-year
revenues. Most of the contracts are operational over a one to ten-year
period. In the past, the Company has generally been successful in
substantially expanding the scope and size of our principal contracts. The
Company's estimated total contract backlog as of December 31, 2000 was $2.8
billion, with an additional $653 million of bids outstanding. As of December
31, 2000, $307.9 million of the estimated total contract backlog was funded.

CUSTOMERS

         The Company is one of a select group of qualified suppliers of
information technology services to the Federal government. Domestically, the
Company services more than 60 agencies, bureaus and divisions of the U.S.
Federal government, Cabinet-level agencies and all branches of the military
services, which customers provide approximately 90% of the Company's aggregate
revenues. State and local governments, international clients and the commercial
sector provide the remaining 10%. In particular, the Company has an established
track record of providing quality services to the U.S. Navy. The Company
maintains contracts with approximately 30 different U.S. Navy organizations.
These Navy organizations independently contract for our services and generated
approximately 47% of the Company's 2000 revenues. The General Services
Administration (GSA), the Environmental Protection Agency and FEMA constitute
the largest civil government customers of Anteon and its subsidiaries.

         Approximately 59% of the IMC subsidiary's revenues were generated from
commercial customers. These customers include FORTUNE 500 companies primarily in
telecommunications, financial services and information technology. IMC has
developed training systems for companies such as MCI Worldcom, Ameritech, GTE,
Royal Bank of Canada, National City Bank, SmithKline Beecham and Merck.

COMPETITION

         The Federal information technology and engineering services industries
are comprised of a large number of enterprises ranging from small,
niche-oriented companies to multi-billion dollar corporations with a major
presence throughout the Federal government. Because of the diverse requirements
of Federal government clients and the highly competitive nature of large Federal
contracting initiatives, corporations frequently form teams to pursue contract
opportunities. Prime


                                       15
<PAGE>

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. The Company frequently
competes against the well-known firms in the industry as a prime contractor.
Obtaining a position as either a prime contractor or subcontractor on large
government-wide contracting vehicles is only the first step to ensuring a
competitive position. Competition then takes place at the task order level,
where knowledge of the client and its procurement requirements and environment
are key to winning the business.

EMPLOYEES

         The Company and its subsidiaries employ approximately 5,000 personnel.
None of these employees are represented by collective bargaining agreements.
Management believes its relationship with its employees is good.

ITEM 2. PROPERTIES

         The Company's headquarters are located in leased facilities in Fairfax,
Virginia. The Company also leases approximately 909,000 square feet of office,
shop and warehouse space in over 80 facilities across the United States, Canada,
United Kingdom and Australia. The Company owns Analysis & Technology, Inc.'s
("A&T," a company acquired in June, 1999) headquarters building in North
Stonington, Connecticut, which occupies 60,330 square feet of office space. The
Company's IMC subsidiary owns office and shop space in Butler, Pennsylvania. IMC
presently subleases to tenants approximately 23,000 square feet of its Butler
office space.

         A summary as of December 31, 2000 of the principal leases of the
Company and its subsidiaries over 5,000 square feet is as follows:

<TABLE>
<CAPTION>

LOCATION                                         SQUARE FOOTAGE     LEASE EXPIRATION
--------                                         --------------     ----------------
<S>                       <C>                          <C>              <C>
Fairfax, VA               Jermantown Rd.               111,865          6/30/10
Chesapeake, VA            Crossways Blvd.               84,000          2/28/03
Crystal City, VA          Jefferson Davis Hwy.          74,350          7/31/02
Dallas, TX                Rawlins                       44,022          3/31/05
Pasadena, CA              N. Altadena Drive             40,500          9/20/01
Middletown, RI            One Corporate Place           39,355          6/30/04
Annapolis, MD             Greenlee Rd.                  38,439          2/13/03
Arlington, VA             Jefferson Davis Hwy.          33,958          9/04/03
Montgomery, AL            E. Gunter Park Rd.            25,320          2/28/01
Alexandria, VA            S. Washington St.             23,762          1/31/03
New London, CT            Bank St.                      22,500          2/28/01
Dahlgren, VA              Dahlgren Rd.                  19,515          9/30/03
Rockville, MD             Tower Oaks Blvd.              19,164         12/31/01
Chantilly, VA             Avion Parkway                 18,258          1/31/09
McLean, VA                Jones Bridge Rd.              15,779         10/31/01
San Diego, CA             Camino Del Rio                14,633          8/31/04
Arlington, VA             Airport Plaza                 14,220          4/30/02
Mystic, CT                Oral School Rd.               14,212          7/13/02
San Diego, CA             Balboa Ave.                   13,689          9/30/04
Panama City Beach, FL     Skyview Dr.                   11,200          2/28/01
Dayton, OH                Wright Point 2                10,665          3/31/04
Chesapeake, VA            Woodloake Circle              10,000          3/31/05
California, MD            Airport Rd.                    9,814          3/31/02
Arlington, VA             N. Stuart St.                  9,582          1/31/02
</TABLE>


                                       16
<PAGE>

<TABLE>
<S>                       <C>                          <C>              <C>
Panama City Beach, FL     Gwyn Dr.                       8,000          7/31/01
Orlando, FL               Science Dr.                    7,862          6/30/03
Atlanta, GA               Roswell Rd.                    7,776         11/30/02
Virginia Beach, VA        Greenwich Commons              7,754          5/31/04
Newington, VA             Cinderbed Rd.                  7,634          9/30/03
Las Vegas, NV             S. Maryland Pkwy.              6,941          1/27/05
San Diego, CA             San Diego Ave.                 6,401          6/30/02
Silver Spring, MD         Georgia Ave.                   6,384          8/13/01
Washington, DC            Navy Yard                      6,320          6/30/11
Westerly, RI              Spuchy Dr.                     6,050              MTM
Bath, ME                  School St.                     6,000          9/30/01
Stevensville, MD          Pier One Rd.                   5,800          3/31/03
Santa Barbara, CA         Pacific Ave.                   5,676          7/31/01
Frederick, MD             Thomas Johnson Dr.             5,537         11/19/04
</TABLE>

         The Company believes its facilities and equipment are in good condition
and adequate for its current business needs. The Company has not experienced,
and does not anticipate experiencing, any difficulty in obtaining satisfactory
facilities. For additional information on the Company's leases and rental
expenses see Note 12(a) of "Notes to Consolidated Financial Statements" on page
24 of the Company's 2000 Annual Report.

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         By virtue of unanimous action by the shareholders of the Company
dated as of July 6, 2000, the Company's Articles of Incorporation were
amended, effective August 23, 2000, to increase the authorized share capital
of the Company from 4,415,460 shares to 17,661,840 shares authorized for
issuance at a par value of $0.05 per share.

         By virtue of unanimous action by the shareholders of the Company
made effective on January 1, 2001, the Company's Articles of Incorporation
were amended to change the Company's name from Anteon Corporation to Anteon
International Corporation.


                                       17
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

         Not Applicable

ITEM 6.  SELECTED FINANCIAL DATA

SELECTED CONSOLIDATED FINANCIAL DATA

         The following selected consolidated financial data has been derived
from (1) in the case of the Company, its audited consolidated financial
statements as of and for the years ended December 31, 2000, 1999, 1998 and
1997 and as of December 31, 1996 and for the period from April 1, 1996 to
December 31, 1996 and (2) in the case of our predecessor company, Ogden
Professional Services Corporation (the "Predecessor Company"), its audited
consolidated financial statements for the period from January 1, 1996 to
March 31, 1996. These results are not necessarily indicative of the results
that may be expected for any future period and are not comparable to the
prior period as a result of business acquisitions consummated in 1997, 1998,
1999 and 2000. Results of operations of these acquired businesses are
included in the Company's consolidated financial statements for the periods
subsequent to the respective dates of acquisition. This data should be read
in conjunction with "Business", "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and the historical
consolidated financial statements of the Company, together with the
respective notes thereto.


                                       18
<PAGE>

<TABLE>
<CAPTION>

                                            PREDECESSOR
                                              COMPANY                                           COMPANY
                                              -------                                           -------

                                           PERIOD FROM    PERIOD FROM
                                            JANUARY 1,     APRIL 1,
                                                1996        1996 TO                             YEAR ENDED
                                            TO MARCH 31,  DECEMBER 31,                          DECEMBER 31,
                                            ------------  ------------     ---------------------------------------------------------
                                                1996           1996           1997           1998            1999            2000
                                                ----           ----           ----           ----            ----            ----
                                            (DOLLARS IN                             (DOLLARS IN THOUSANDS)
                                             THOUSANDS)

<S>                                           <C>            <C>            <C>            <C>             <C>            <C>
STATEMENTS OF OPERATIONS DATA:
Revenues                                      $  32,046      $ 109,780      $ 176,292      $ 249,776       $ 400,850      $ 542,807
Costs of revenues                                29,218        100,426        159,539        221,588         353,245        474,924
                                              ---------      ---------      ---------      ---------       ---------      ---------
Gross margin                                      2,828          9,354         16,753         28,188          47,605         67,883
General and administrative expenses               2,071          4,616          8,061         15,286          25,610         38,506
Amortization of non-compete agreements               --          1,714          2,286            530             909            866
Goodwill amortization                                --            346            742          1,814           3,440          4,714
Other intangibles amortization                       --             --             --             --              --          2,673
Costs of acquisitions/acquisition-related
  severance costs                                    --             --            584            115           2,316             86
                                              ---------      ---------      ---------      ---------       ---------      ---------
Operating income                                    757          2,678          5,080         10,443          15,330         21,038
Gains on sales of investments and other,
  net                                                --             --             --             --           2,585             --

Interest expense, net                                --          1,455          2,365          5,597          16,042         22,746
Minority interest in earnings (losses) of
  subsidiaries                                       --             --             13             25              40            (24)
                                              ---------      ---------      ---------      ---------       ---------      ---------
Income (loss) before provision for income
  taxes and extraordinary loss                      757          1,223          2,702          4,821           1,833         (1,684)
Income tax expense (benefit)                        303            416          1,063          2,353           1,543          1,225
                                              ---------      ---------      ---------      ---------       ---------      ---------
Income (loss) before extraordinary
  loss                                        $     454      $     807      $   1,639      $   2,468       $     290      $  (2,909)
Extraordinary loss, net of tax                       --             --             --             --             463             --
                                              ---------      ---------      ---------      ---------       ---------      ---------
Net income (loss)                             $     454      $     807      $   1,639      $   2,468       $    (173)     $  (2,909)
                                              =========      =========      =========      =========       =========      =========


OTHER DATA:
EBITDA(a)                                     $   1,143      $   5,800      $   9,583      $  15,988       $  26,425      $  36,341
EBITDA margin                                       3.6%           5.3%           5.4%           6.4%            6.6%           6.7%
Cash flow from (used in) operating
  activities                                  $   2,224      $   7,519      $  14,094      $  (8,340)      $  11,565      $  17,877
Capital expenditures                                211            376            817          2,089           4,761          6,584

BALANCE SHEET DATA (AS OF DECEMBER 31):
Current assets                                               $  42,394      $  35,744      $  73,556      $ 117,600       $ 145,523
Working capital                                                 23,397         11,767         34,161         48,219          54,333
Total assets                                                    59,599         68,572        143,168        285,176         321,526
Net debt(b)                                                     19,486         23,448         73,573        178,085         197,949
</TABLE>




(a)      EBITDA represents earnings before interest, taxes and depreciation and
         amortization. EBITDA is presented because we believe that it is a
         widely accepted supplemental indicator of an entity's ability to incur
         and service debt. However, EBITDA should not be considered by an
         investor as an alternative to net income or operating income as an
         indicator of our operating performance or cash flow from operations, or
         as an alternative to cash flows as a measure of liquidity.

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


                                       19
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS

RESULTS OF OPERATIONS

         A summary of comparative results for the years ended December 31, 2000
and 1999, is as follows:

                 TWELVE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                       PERCENTAGE
                                                                 INCREASE/DECREASE FROM
                                                                   DECEMBER 31, 1999 TO
                                           2000           1999      DECEMBER 31, 2000
                                           ----           ----      -----------------
<S>                                      <C>            <C>                 <C>
Revenues                                 $ 542,807      $ 400,850           35.4%

Operating income                            21,038         15,330           37.2%

Income (loss) before provision for
  income taxes and extraordinary loss       (1,684)         1,833         (191.9%)

Net income (loss)                        $  (2,909)     $    (173)      (1,581.5%)
</TABLE>


         A summary of comparative results for the years ended December 31, 1999
and 1998 is as follows:


                 TWELVE MONTHS ENDED DECEMBER 31, 1999 AND 1998
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                       PERCENTAGE
                                                                 INCREASE/DECREASE FROM
                                                                   DECEMBER 31, 1998 TO
                                           1999           1998      DECEMBER 31, 1999
                                           ----           ----      -----------------

<S>                                      <C>            <C>               <C>
Revenues                                  $ 400,850      $ 249,776        60.5%

Operating income                             15,330         10,443        46.8%

Income before provision for income
  taxes and extraordinary loss                1,833          4,821       (62.0%)

Net income (loss)                         $    (173)     $   2,468      (107.0%)
</TABLE>


                                       20
<PAGE>

2000 COMPARED WITH 1999

REVENUES

         Revenues increased by $142.0 million to $542.8 million for the year
ended December 31, 2000, or 35.4%, from $400.9 million for the year ended
December 31, 1999. The increase was due to both internal growth and growth
through acquisitions. Internal revenue growth was achieved in all SBUs, with
revenue growth greatest in ISG, SEG, and ISG at 12.9%, 27.0%, and 9.2%
respectively. Growth from acquisitions was due to the inclusion of a full year
of A&T (EITG/SIG) revenue of an additional $103.9 million ($196.9 million for
twelve months). In addition, Sherikon (SESG) which was purchased October 20,
2000, contributed $15.2 million in revenue for the fourth quarter of fiscal year
2000.

         Total backlog increased during 2000 from $2.3 billion at January 1,
2000 to $2.9 billion at December 31, 2000. Of this amount, funded backlog
increased from $206.7 million to $307.9 million. Of the total backlog
increase, $37.8 million (of which $33.6 million was funded) was due to the
acquisition of Sherikon and $494 million was generated internally through
both new contract awards and the Company's ability to maintain its position
as the incumbent service provider on its major contracts.

COSTS OF REVENUES

         Costs of revenues increased by $121.7 million for the year ended
December 31, 2000 or 34.4%, to $474.9 million from $353.2 million for the year
ended December 31, 1999. As a percentage of revenues, costs of revenues in 2000
decreased to 87.5% from 88.1% in 1999. The improvement in gross margins was
primarily attributable to indirect cost savings as well as improved absorption
of indirect overhead expenses.

GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative expenses increased from $25.6 million in
1999 to $38.5 million in 2000, a difference of $12.9 million or 50.4%. As a
percentage of revenues, general and administrative expenses increased to 7.1% in
2000 from 6.4% in 1999. General and administrative expenses consist of corporate
management, finance and administration, marketing and contract functions. Of the
total increase, $4.4 million of the increase is attributable to the
reorganization during 2000 of accounts receivable, accounts payable, general
ledger, production, and security functions from the strategic business units to
corporate. Accordingly, the costs of these functions are now considered general
and administrative, as opposed to overhead costs of the respective strategic
business units. Excluding the impact of the reorganization of functions, general
and administrative costs decreased to 6.3% of revenue in 2000 from 6.4% in 1999.
Generally, a significant portion of these costs is reimbursable under the
Company's contracts.

OPERATING INCOME

         For the twelve months ended December 31, 2000, operating income
increased by $5.7 million, or 37.2%, to $21.0 million, from $15.3 million for
the year ended December 31, 1999. As a percentage of revenues, operating income
remained constant at 3.8% in 2000. The $21.0 million of operating income in 2000
includes $1.2 million associated with two months of Sherikon operations since
the date of acquisition.


                                       21
<PAGE>

         Net interest expense increased by $6.7 million to $22.7 million in
2000 from $16.0 million in 1999. This increase was principally due to the
$100 million of 12% senior subordinated notes, which were issued in May 1999.
Interest expense on the notes was $12.1 million and $7.5 million for fiscal
year 2000 and 1999, respectively. In addition, the Company incurred $5.8
million in interest expense reflecting a full year of Term Note interest
compared with $2.9 million for 6 months in 1999.

         Income (losses) before income taxes for the twelve months ended
December 31, 2000 decreased 191.9% to $(1.7) million from $1.8 million for the
twelve months ended December 31, 1999. This was due primarily to the increased
interest expense for the senior subordinated notes. Anteon's effective tax rate
for the twelve months ended December 31, 2000 decreased to 72.7% from 84.2% for
1999. The high effective tax rates are due primarily to non-deductible
amortization of goodwill.

         For the twelve months ended December 31, 2000 net losses increased to
$2.9 million from $173 thousand during the twelve months ended December 31,
1999.

1999 COMPARED WITH 1998

REVENUES

         Revenues increased by $151.1 million to $400.9 million for the year
ended December 31, 1999, or 60.5%, from $249.8 million for the year ended
December 31, 1998. The increase was due to both internal growth and growth
through acquisitions. Internal revenue growth was primarily attributable to
increased revenues in Enterprise Solutions and Services, Federal Information and
Technology and Vector Data. These gains were offset by a decline in the West
Coast business which resulted from a transition of tasks from the sole source
Paczone contracts to the new GSA ANSWER contract which was awarded in December
1998. Growth from acquisitions was due to the inclusion of a full year of
Techmatics revenue of an additional $39.0 million ($88.6 million for twelve
months). In addition, A&T contributed $92.9 million in revenue for the period
July 1999 through December 1999.

         Total backlog increased during 1999 from $1.2 billion at January 1,
1999 to $2.3 billion at December 31, 1999. Of this amount, funded backlog
increased from $101 million to $207 million. Of the total increase, $713 million
was due to the acquisition of A&T and $383 million was generated internally
through both new contract awards and the Company's ability to maintain its
position as incumbent service provider on 100% of its major contracts.

COSTS OF REVENUES

         Costs of revenues increased by $131.7 million for the year ended
December 31, 1999 or 59.4%, to $353.2 million from $221.6 million for the year
ended December 31, 1998. As a percentage of revenues, costs of revenues
decreased to 88.1% in 1999 from 88.7% in 1998. The improvement in gross margins
was attributable to improved absorption of indirect overhead expenses and higher
gross profit margins at Techmatics and Vector Data.


                                       22
<PAGE>

GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative expenses increased from $15.3 million in
1998 to $25.6 million in 1999, a difference of $10.3 million or 67.3%. As a
percentage of revenues, general and administrative expenses increased to 6.4% in
1999 from 6.1% in 1998. General and administrative expenses consist of corporate
management, finance and administration, marketing and contract functions. The
increase in general and administrative expense was attributable primarily to the
addition of $9.2 million of general and administrative expenses related to the
acquisition of A&T in 1999 and the expansion of the Company's personnel and
management to meet the increasing demands of its expanding business. Generally,
a significant portion of these costs is reimbursable under the Company's
contracts.

OPERATING INCOME

         For the twelve months ended December 31, 1999, operating income
increased by $4.9 million, or 46.8%, to $15.3 million, from $10.4 million in
fiscal year 1998. As a percentage of revenues, operating income decreased
from 4.2% in 1998 to 3.8% in 1999. Acquisition-related severance and costs
associated with other potential acquisitions of $2.3 million in 1999
accounted for 0.6% of the margin decline. The $15.3 million in 1999 earnings
includes $4.3 million associated with six months of A&T operations.

         Net interest expense increased by $10.4 million to $16.0 million in
1999 from $5.6 million in 1998. This increase was principally due to the $100
million of 12% senior subordinated notes, which were issued in May 1999.
Interest expense on the notes was $7.5 million for fiscal year 1999. In
addition, the Company expensed $0.7 million of bridge financing and $0.7 million
of deferred loan and financing fees associated with the purchase of A&T, and
$0.8 million interest on the Techmatics shareholder notes and non-compete
agreements.

         Earnings before income taxes for the twelve months ended December 31,
1999 decreased 62.0% to $1.8 million from $4.8 million for the twelve months
ended December 31, 1998. This was due primarily to the increased interest
expense for the new senior subordinated notes. Anteon's effective tax rate for
the twelve months ended December 31, 1999 increased to 84.2% from 48.8% for
1998. The higher effective tax rate in fiscal 1999 was due primarily to an
increase in non-deductible amortization of goodwill.

         For the twelve months ended December 31, 1999 net income decreased
107.0% to $(.2) million loss from $2.5 million during the twelve months ended
December 31, 1998.


                                       23
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         For the year ended December 31, 2000, net cash provided by operating
activities was $17.9 million. For the year ended December 31, 1999, net cash
provided by operating activities was $11.6 million.  For the fiscal year
2000, net cash used by investing activities was $28.9 million. The primary
use of cash during the twelve months was for the purchase of Sherikon in
October 2000.

         For fiscal year 2000, the net cash provided by financing activities
was $10.9 million, as compared to $101 million in 1999. The primary source of
cash from financing activities for the twelve months ended December 31, 2000
was from net borrowings under the bank line credit facility.

         The total funds available to the Company under its bank credit
facility as of December 31, 2000 were $40.6 million, which management
believes are sufficient to meet ongoing working capital requirements for the
next twelve months. Borrowings under the Revolving Credit Facility were $32.0
million as of December 31, 2000.

         As of December 31, 2000 the Company does not have any major capital
commitments.


NEW ACCOUNTING PRONOUNCEMENTS

         Effective January 1, 2001, the Company will adopt Statement of
Financial Accounting Standards (SFAS) No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES, as amended by SFAS No. 137, and as further
amended by SFAS No. 138. In the opinion of management, the adoption of SFAS No.
133, as amended, will have no significant impact on the Company's consolidated
financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         The company has a degree of interest rate exposure on its long-term
obligations. While the interest rate on its senior subordinated notes is fixed
at 12%, interest on both the term and revolving facilities are affected by
changes in the market interest rates. The Company manages these fluctuations
through interest rate swaps that are currently in place and focusing on reducing
the amount of outstanding debt through cash flow. In addition, the Company has
implemented a cash flow management plan focusing on billing and collecting
receivables to pay down debt.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA RISK

         Pursuant to General Instruction G to Form 10-K, the information
required by this Item is incorporated by reference to information set forth in
the "Consolidated Financial Statements" and notes and the exhibits to this Form
10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.


                                       24
<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

<TABLE>
<CAPTION>

            NAME         AGE    POSITION HELD
            ----         ---    -------------
<S>                      <C>    <C>
Frederick J. Iseman      48     Chairman of the Board and Director

Joseph M. Kampf ....     55     President, Chief Executive Officer and Director

Thomas M. Cogburn ..     57     Executive Vice President and Chief Operating Officer and Director

Carlton B. Crenshaw      56     Senior Vice President and Chief Financial Officer

Seymour L. Moskowitz     68     Senior Vice President

Mark D. Heilman ....     52     Senior Vice President Corporate Development

Curtis L. Schehr ...     42     Senior Vice President, General Counsel and Secretary

Vincent J. Kiernan .     42     Vice President, Controller

Gilbert F. Decker ..     63     Director

Robert A. Ferris ...     58     Director

Dr. Paul Kaminski ..     58     Director

Steven M. Lefkowitz      36     Director

Joseph Maurelli ....     59     Director
</TABLE>

         FREDERICK J. ISEMAN has served as Chairman of Anteon Corporation since
its formation in April 1996. Mr. Iseman is Chairman and President of
Caxton-Iseman Capital, Inc. (a private investment firm) which was founded by Mr.
Iseman in 1993. Prior to establishing Caxton-Iseman Capital, Inc., Mr. Iseman
founded Hambro-Iseman Capital Partners (a merchant banking firm) in 1990. From
1988 to 1990, Mr. Iseman was a member of Hambro International Venture Fund. Mr.
Iseman is a director of the following companies: Leisure Link Holdings,
Metropolitan T.L.C. Holdings, Inc. and the Advisory Board of Duke Street
Capital. He is a former director of: Cremascoli Ortho S.A., Franklin Hotel and
Investments, Ltd., Framleydove Ltd. (Glass's Information Services), Golden
Valley LLC, Magnavox Electronic Systems Corporation Holdings, Inc., Electronic
Distribution Acquisition Company (Deanco), Geowaste, Inc. and Hambro America,
Inc. (the U.S. subsidiary of Hambros PLC). Mr. Iseman received a B.A. from Yale
University in 1975.


                                       25
<PAGE>

         JOSEPH M. KAMPF has served as Anteon's President and Chief Executive
Officer and a director since April 1996. From January 1994 to 1996, Mr. Kampf
was a Senior Partner of Avenac Corporation, a consulting firm providing advice
in change management, strategic planning, corporate finance, and mergers and
acquisitions to middle market companies. From 1990 through 1993, Mr. Kampf
served as Executive Vice President of Vitro Corporation, a wholly owned
subsidiary of The Penn Central Corporation. Prior to his position as Executive
Vice President of Vitro Corporation, Mr. Kampf served as the Senior Vice
President of Vitro Corporation's parent company, Penn Central Federal Systems
Company, and as Chief Liaison Officer for the group with The Penn Central
Corporation. Between 1982 and 1986, Mr. Kampf was Vice President of Adena
Corporation, an oil and gas exploration and development company. Mr. Kampf
received a B.A. from the University of North Carolina in 1966.

         THOMAS M. COGBURN has served as Executive Vice President and Chief
Operating Officer and a director since April 1996. From 1992 to 1996, he served
in the same capacity at Ogden Professional Services Corporation, the predecessor
company to Anteon. From 1988 to 1992, Mr. Cogburn served as Vice President of
the Information System Support Division of CACI International, Inc. Mr.
Cogburn's experience also includes 22 years in information systems design,
operation, program management, and policy formulation for the U.S. Air Force.
Mr. Cogburn received a B.B.A. from the University of Texas in 1965 and an M.B.A
from Arizona State University in 1971.

         CARLTON B. CRENSHAW has served as Anteon's Senior Vice President,
Chief Financial Officer since July 1996. From 1989 to 1996, Mr. Crenshaw
served as Executive Vice President, Finance and Administration, and Chief
Financial Officer of Orbital Sciences Corporation (a commercial technology
company). He served in a similar capacity with Software AG Systems, Inc. from
1985 to 1989. From 1971 to 1985, Mr. Crenshaw progressed from financial
analyst to Vice President of Strategic Planning for the Sperry Univac
division and was Treasurer for Sperry Corporation. Mr. Crenshaw received a
B.B.A. from Southern Methodist University in 1966 and an M.B.A. from New York
University in 1971.

         SEYMOUR L. MOSKOWITZ served as a consultant to Anteon beginning in
April 1996 and became Anteon's Senior Vice President in March 1997, and is
responsible for strategic planning with an emphasis on current and future
technologies. Prior to joining Anteon, Mr. Moskowitz served as Senior Vice
President of Technology at Vitro Corporation from 1985 to 1994, where he was
responsible for the development and acquisition of technologies and management
of Research and Development personnel and laboratory resources. Prior thereto,
Mr. Moskowitz served as Director of Research and Development for Curtiss-Wright
Corporation. Mr. Moskowitz received a B.S. from the City College of New York in
1954.

         MARK D. HEILMAN has served as Anteon's Senior Vice President for
Corporate Development since October 1998. From 1991 to 1998, Mr. Heilman was
a partner and principal of CSP Associates, Inc., where he specialized in
strategic planning and mergers and acquisition support for the aerospace,
defense and information technology sectors. From 1987 to 1991, Mr. Heilman
was Vice President and an Executive Director of Ford Aerospace and
Communications Corporation. Mr. Heilman received a B.A. from the University
of Iowa in 1970.


                                       26
<PAGE>

         CURTIS L. SCHEHR has served as Anteon's Senior Vice President, General
Counsel and Secretary since October 1996. From 1991 to 1996, Mr. Schehr served
as Associate General Counsel at Vitro Corporation. During 1990, Mr. Schehr
served as Legal Counsel at Information Systems and Networks Corporation. Prior
to 1990, Mr. Schehr served for six years in several legal and contract oriented
positions at Westinghouse Electric Corporation (Defense Group). Mr. Schehr
received a B.A. from Lehigh University in 1980 and a J.D. from George Washington
University in 1984.

         VINCENT J. KIERNAN has served as Anteon's Vice President and Controller
since October 1998. From July 1995 to September 1998 he was a Managing Director
at KPMG LLP where he provided cost and pricing control reviews, claim analysis,
accounting/contract management and general consulting services to a wide array
of clients including both government contractors and commercial enterprises.
From 1989 to 1995 Mr. Kiernan was a Director for Coopers & Lybrand. From 1985 to
1989 he was a consultant with Peterson & Co. Consulting. From 1980 to 1983 Mr.
Kiernan was a Contract Representative for a large subsidiary of Figgie
International. Mr. Kiernan is a Certified Management Accountant and a member of
the Institute of Management Accountants. He received his B.S. from Wake Forest
University in 1980 and his M.B.A from the College of William and Mary in 1985.

         GILBERT F. DECKER has served as a director of Anteon since June 1997.
He joined Walt Disney Imagineering in May 1999. From April 1994 to May 1997, Mr.
Decker served as the Assistant Secretary of the U.S. Army for Research,
Development and Acquisition. As Assistant Secretary, Mr. Decker led the Army's
acquisition and procurement reform efforts, with an emphasis on eliminating
excessive government requirements throughout the acquisition process. He also
served as the Army Acquisition Executive, the Senior Procurement Executive, the
Science Advisor to the Secretary and the Senior Research and Development
official for the Army. From 1983 to 1989, Mr. Decker was on the Army Science
Board and served as Chairman from March 1987 until the end of his appointment.
In the private sector, Mr. Decker has served as President and Chief Executive
Officer of three technology companies, including Penn Central Federal Systems
Company. Mr. Decker received a B.S. from Johns Hopkins University in 1958 and an
M.S. from Stanford University in 1967.

         ROBERT A. FERRIS has served as a director of Anteon since April 1996.
From 1998, Mr. Ferris has been a Managing Director of Caxton-Iseman Capital,
Inc. (a private investment firm). From 1981 to 1998, Mr. Ferris was a General
Partner of Sequoia Associates (a private investment firm). Prior to founding
Sequoia Associates, Mr. Ferris was a Vice President of Arcata Corporation, a New
York Stock Exchange-listed company. Mr. Ferris currently is a director of
Clayton Group, Inc. and Newell Manufacturing Corporation, as well as several
other privately owned corporations. Mr. Ferris received a B.A. from Boston
College in 1963, and a J.D. from Fordham University Law School in 1966.

         DR. PAUL KAMINSKI has served as a director of Anteon since June 1997.
From 1994 to May 1997, Dr. Kaminski served as the Under Secretary of Defense for
Acquisition and Technology. In this position, Dr. Kaminski was responsible for
all matters, relating to Department of Defense acquisition, including research
and development, procurement, acquisition reform, dual-use technology and the
defense technology and industrial base. Prior to 1994, he served as Chairman of
a technology oriented investment banking and consulting firm. Dr. Kaminski also
served as


                                       27
<PAGE>

Chairman of the Defense Science Board and as a consultant and advisor to many
government agencies. Mr. Kaminski received a B.S. from the Air Force Academy in
Colorado in 1964, two M.A. degrees from the Massachusetts Institute of
Technology in 1966 and a Ph.D. from Stanford University in 1971.

         STEVEN M. LEFKOWITZ has served as a director of Anteon since April
1996. Mr. Lefkowitz has been a principal of Caxton-Iseman Capital Inc. (a
private investment firm) since 1993. From 1988 to 1993, Mr. Lefkowitz was
employed by Mancuso & Company (a private investment firm) and served in several
positions including Vice President and as a Partner of Mancuso Equity Partners.
Mr. Lefkowitz received a B.A. from Northwestern University in 1986 and an M.B.A.
from J.L. Kellogg Graduate School of Management in 1987.

         JOSEPH MAURELLI has served as a director of Anteon since July 1998.
Previously, Mr. Maurelli was Chief Executive Officer of Techmatics. Mr. Maurelli
joined Techmatics as a Vice President in 1983, and became President and CEO of
Techmatics in January 1984. From 1967 to 1983, Mr. Maurelli was a senior
civilian professional for the U.S. Navy Department. He has written numerous
technical articles and is an active member of the American Society of Naval
Engineers and the U.S. Navy League and currently serves on the Board of
Directors of the Professional Services Council and the Virginia Opera. Mr.
Maurelli received a B.S. from the State University of New York in 1963 and an
M.S. from George Washington University in 1971.


BOARD OF DIRECTORS

         There are currently eight members of the Board of Directors of Anteon.

COMPENSATION OF DIRECTORS

         Some directors of Anteon who are not employees of Anteon are paid an
annual retainer. The payment is treated as deferred compensation in the form of
Anteon common stock and/or cash. Each director selects their payment option. In
2000, each of Messrs. Ferris and Kaminski received shares valued at $24,250. Mr.
Decker received shares valued at $18,188 and cash of $6,062. Each director of
Anteon is compensated for expenses incurred in connection with serving as a
member of the Board of Directors.

ITEM 11. EXECUTIVE COMPENSATION

         The following table describes the compensation awarded to, earned by or
paid to the Chief Executive Officer and the four other most highly compensated
executive officers of Anteon whose individual compensation exceeded $100,000
during the fiscal years ended December 31, 2000, 1999 and 1998 for services
rendered in all capacities to the Company. The persons listed in the table below
are referred to as the "Named Executive Officers."


                                       28
<PAGE>

<TABLE>
<CAPTION>

                                                    ANNUAL COMPENSATION

                                                                                                        NUMBER OF SHARES
                                                                                                        UNDERLYING STOCK
                                                                                                             OPTIONS
                                                                                         OTHER               LONG-TERM
                                                                                         ANNUAL           COMPENSATION
NAME AND PRINCIPAL POSITION                         YEAR       SALARY        BONUS     COMPENSATION (1)       AWARDS
---------------------------                         ----       ------        -----     ----------------       ------

<S>                                                 <C>      <C>          <C>            <C>                 <C>
Joseph M. Kampf .................................   2000     $391,530     $240,000                   --      120,000
President and Chief Executive Officer               1999      360,000      240,000                   --           --
                                                    1998      235,566      200,000                   --           --

Thomas M. Cogburn ...............................   2000      211,033      100,000                   --       40,000
Executive Vice President and                        1999      195,315      100,000                   --           --
Chief Operating Officer                             1998      176,341       82,500                   --       20,000

Carlton B. Crenshaw .............................   2000      198,927      100,000                   --           --
Senior Vice President, Chief                        1999      192,935      100,000                   --           --
Financial Officer                                   1998      183,495       92,750                   --           --

Mark D. Heilman .................................   2000      185,905       75,000                   --           --
Senior Vice President, Corporate Development        1999      180,000       75,000                   --       40,000
                                                    1998      175,011       50,000                   --           --

Seymour L. Moskowitz ............................   2000      182,991      112,500                   --           --
Senior Vice President                               1999      135,274       82,500                   --       44,000
                                                    1998      150,864       84,500                   --           --
</TABLE>

----------

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

         By virtue of action by the Anteon Board of Directors made effective on
August 23, 2000, the Company declared a four to one stock split.



                                       29
<PAGE>



         The following table sets forth certain information regarding options
granted during fiscal year 2000 to each of the Named Executive Officers under
Anteon's Amended and Restated Omnibus Stock Option Plan:

                              OPTION GRANTS IN 2000
<TABLE>
<CAPTION>

                                                                                                    POTENTIAL REALIZABLE
                                                                                                  VALUE AT ASSUMED ANNUAL
                                                                                                    RATES OF STOCK PRICE
                                                                                                  APPRECIATION FOR OPTION
                                                     INDIVIDUAL GRANTS                                    TERM (1)
                                                     -----------------                           ---------------------------
NAME                         NUMBER OF SHARES       % OF TOTAL       EXERCISE OR
                            UNDERLYING OPTIONS  OPTIONS GRANTED TO       BASE        EXPIRATION
                                  GRANTED       EMPLOYEES IN 2000  PRICE PER SHARE      DATE          5%           10%
                                  -------       -----------------  ---------------      ----          --           ---

<S>                                     <C>                  <C>           <C>            <C>        <C>           <C>
Joseph M. Kampf                         120,000              24.8%         $12.4975       5/5/05     $414,339      $915,581
Thomas M. Cogburn                        40,000               8.3%          12.4975       5/5/05      138,113       305,194
Carlton B. Crenshaw                           -                  -                -            -            -             -
Mark D. Heilman                               -                  -                -            -            -             -
Seymour L. Moskowitz                          -                  -                -            -            -             -
</TABLE>


(1)      The indicated dollar amounts are the result of calculations based on
         the exercise price of the options and assume five and ten percent
         appreciation rates and, therefore, are not intended to forecast
         possible future appreciation, if any, of Anteon's stock price.

(2)      Represents options granted under Anteon's Amended and Restated Omnibus
         Stock Option Plan.

         The following table sets forth certain information with respect to
options held at the end of fiscal 2000 by each of the Named Executive Officers:

                       AGGREGATED OPTION EXERCISES IN 2000
                        AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>


                                                                              INDIVIDUAL GRANTS

                                                               NUMBER OF SHARES
                                                                  UNDERLYING              VALUE OF UNEXERCISED
                                  SHARES                      UNEXERCISED OPTIONS             IN-THE-MONEY
                                ACQUIRED ON      VALUE       AT DECEMBER 31, 2000     OPTIONS AT DECEMBER 31, 2000
NAME                            EXERCISE(S)   REALIZED(S)  EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE(1)
----                            -----------   -----------  -------------------------  ----------------------------
<S>                                <C>            <C>          <C>                        <C>
Joseph M. Kampf                      -             -            92,929/143,231            $1,048,471/$318,804
Thomas M. Cogburn                    -             -             8,000/52,000               $29,160/$62,640
Carlton B. Crenshaw                  -             -             44,861/11,215             $506,144/$126,533
Mark D. Heilman                      -             -             48,000/92,000             $165,600/$297,900
Seymour L. Moskowitz                                            149,796/70,448            $1,612,567/$484,806
</TABLE>

----------

(1)      Based on the difference between the estimated per share value
         calculation as of December 31, 2000 for Anteon's common stock, which
         was $12.97 per share, and the option exercise price. The above
         valuations may not reflect the actual value of unexercised options, as
         the value of unexercised options will fluctuate.


                                       30
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The table below sets forth, as of December 31, 2000, the number of
shares of common stock beneficially owned by each of the 5% stockholders of
Anteon, each of its directors, the Named Executive Officers and all directors
and executive officers as a group.

<TABLE>
<CAPTION>

                                                           NUMBER OF SHARES
                                                               OF COMMON               PERCENTAGE OF
                                                            STOCK OF ANTEON            TOTAL SHARES OF
                                                             BENEFICIALLY              COMMON STOCK
                                                               OWNED(A)                OF ANTEON
                                                               --------                ---------
<S>                                                           <C>                       <C>
Azimuth Technologies, Inc. (b)                                14,207,888                99.7%
Frederick J. Iseman (b)                                       14,207,888                99.7
Gilbert F. Decker (c)                                             24,000                   *
Dr. Paul Kaminski (c)                                             24,000                   *
Joseph M. Kampf (d)                                              116,929                   *
Carlton B. Crenshaw (e)                                           44,861                   *
Seymour L. Moskowitz (f)                                         149,796                 1.0
Thomas M. Cogburn (g)                                             16,000                   *
Mark D. Heilman (h)                                               48,000                   *
Joseph Maurelli (i)                                               24,000                   *
Robert A. Ferris (b)                                                   0                   *
Steven M. Lefkowitz (b)                                                0                   *
Curtis L. Schehr (j)                                              26,800                   *
Vincent J. Kiernan (k)                                             8,000                   *
All Directors and Executive Officers as a Group (1)           14,690,274                99.7
</TABLE>

----------

* Denotes beneficial ownership of less than 1%.

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

(b)      By virtue of Mr. Frederick Iseman's indirect control of Azimuth
         Technologies, Inc. ("Azimuth") through Azimuth Technologies, LP
         ("Azimuth LP"), the limited partners of which include affiliates of
         Caxton-Iseman Capital, Mr. Steven Lefkowitz and Mr. Robert Ferris.
         Mr. Frederick Iseman has sole voting and dispositive power over
         14,207,888 shares of Anteon common stock and may be deemed to be the
         beneficial owner thereof. The address of Messrs. Iseman, Ferris and
         Lefkowitz is c/o Caxton-Iseman Capital, Inc., 667 Madison Avenue,
         New York, New York 10021.

(c)      Includes 24,000 shares of common stock issuable pursuant to stock
         options exercisable within 60 days of March 30, 2001. Does not include
         any shares of common stock issuable pursuant to stock options that are
         not exercisable within 60 days of such date. Mr. Decker's address is
         45 Glenridge Avenue, Los Gatos, CA 95030. Mr. Kaminski's address is
         6691 Rutledge Drive, Fairfax, VA 22039.

(d)      Includes 116,929 shares of common stock issuable pursuant to stock
         options exercisable within 60 days of March 30, 2001. Does not include
         119,231 shares of common stock issuable pursuant to stock options that
         are not exercisable within 60 days of such date. Mr. Kampf's address
         is 3211 Jermantown Road, Suite 700, Fairfax, VA 22030.

(e)      Includes 44,861 shares of common stock issuable pursuant to stock
         options exercisable within 60 days of March 30, 2001. Does not include
         11,215 shares of common stock issuable pursuant to stock options that
         are not exercisable within 60 days of such date. Mr. Crenshaw's address
         is 3211 Jermantown Road, Suite 700, Fairfax, VA 22030.


                                       31
<PAGE>

(f)      Includes 149,796 shares of common stock issuable pursuant to stock
         options exercisable within 60 days of March 30, 2001. Does not include
         70,448 shares of common stock issuable pursuant to stock options that
         are not exercisable within 60 days of such date. Mr. Moskowitz's
         address is 3211 Jermantown Road, Suite 700, Fairfax, VA 22030.

(g)      Includes 16,000 shares of common stock issuable pursuant to stock
         options exercisable within 60 days of March 30, 2001. Does not include
         44,000 shares of common stock issuable pursuant to stock options that
         are not exercisable within 60 days of such date. Mr. Cogburn's address
         is 3211 Jermantown Road, Suite 700, Fairfax, VA 22030.

(h)      Includes 48,000 shares of common stock issuable pursuant to stock
         options exercisable within 60 days of March 30, 2001. Does not include
         92,000 shares of common stock issuable pursuant to stock options that
         are not exercisable within 60 days of such date. Mr. Heilman's address
         is 3211 Jermantown Road, Suite 700, Fairfax, VA 22030.

(i)      Includes 24,000 shares of common stock issuable pursuant to stock
         options exercisable within 60 days of March 30, 2001. Does not include
         36,000 shares of common stock issuable pursuant to stock options that
         are not exercisable within 60 days of such date. Mr. Maurelli's address
         is 258 Fourever Lane, Centreville, MD 21617.

(j)      Includes 26,800 shares of common stock issuable pursuant to
         stock options exercisable within 60 days of March 30, 2001. Does not
         include 33,200 shares of common stock issuable pursuant to stock
         options that are not exercisable within 60 days of such date. Mr.
         Schehr's address is 3211 Jermantown Road, Suite 700, Fairfax, VA 22030.

(k)      Includes 8,000 shares of common stock issuable pursuant to stock
         options exercisable within 60 days of March 30, 2001. Does not include
         12,000 shares of common stock issuable pursuant to stock options that
         are not exercisable within 60 days of such date.  Mr. Kiernan's address
         is 3211 Jermantown Road, Suite 700, Fairfax, VA 22030.

(l)      Includes 14,690,274 shares of common stock issuable pursuant to stock
         options exercisable within 60 days of March 30, 2001. Does not include
         480,786 shares of common stock issuable pursuant to stock options that
         are not exercisable within 60 days of such date.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CAXTON-ISEMAN ARRANGEMENT

         Anteon's management and an investor group organized by Caxton-Iseman
Capital Inc. ("Caxton-Iseman Capital"), through Azimuth, acquired in April 1996
all of the outstanding capital stock of our Predecessor Company, a wholly-owned
subsidiary of Ogden Technology Services Corporation and indirectly a
wholly-owned subsidiary of Ogden Corporation.

         Azimuth obtained the funds required for the acquisition of our
Predecessor Company by issuing subordinated debt and common stock to Azimuth LP
and to certain directors and executive officers of Anteon. The limited partners
of Azimuth LP include, among others, affiliates of Caxton-Iseman Capital, Mr.
Steven Lefkowitz, Mr. Robert Ferris and a number of business associates of
Caxton-Iseman Capital. The sole general partner of Azimuth LP is Georgica
(Azimuth Technologies), L.P., the sole general partner of which is a corporation
solely owned by Mr. Frederick Iseman. As a result, Mr. Frederick Iseman controls
Azimuth LP, Azimuth and Anteon.

         Since April 1997, Anteon has been party to an arrangement (the
"Caxton-Iseman Capital Arrangement") with Caxton-Iseman Capital, an affiliate of
Anteon and an affiliate and advisor to the Company's parent, Azimuth
Technologies, Inc. The terms of the Caxton-Iseman Capital Arrangement are that
Caxton-Iseman Capital will monitor and assist the activities of Anteon in
accordance with, and subject to the investment objectives and guidelines
established by Anteon.

         Effective June 1, 1999, the Company entered into an amended arrangement
with Caxton-Iseman Capital whereby the Company is required to pay management
fees to Caxton-Iseman Capital. Prior to the completion of the acquisition of
A&T, the annual management fee was $500,000 and covered the period beginning
January 1, 1999. As part of the A&T acquisition, Caxton-Iseman was paid $1.1
million for acquisition advisory services. Caxton-Iseman provided a $22.5
million equity contribution as part of the June 23, 1999 purchase of A&T. For
periods subsequent to the acquisition of A&T, the annual management fee is $1
million. Pursuant to this arrangement, during the year ended December 31, 2000,
1999 and 1998, the Company incurred $1,000,000, $750,000 and $400,000,
respectively, of management fees with Caxton-Iseman Capital, Inc.


                                       32
<PAGE>

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>

                                                                                        Page Number
                                                                                          in 2000
                                                                                       Annual Report
                                                                                       -------------
<S>                                                                                          <C>
(a) 1    Financial Statements

         Independent Auditors' Report                                                         F-1

         Consolidated Balance Sheets as of December 31, 2000 and 1999                         F-2

         Consolidated Statements of Operations for each of the Years in the
         Three-Year Period Ended December 31, 2000                                            F-3

         Consolidated Statements of Stockholders' Equity for each of the Years in
         the Three-Year Period Ended December 31, 2000                                        F-4

         Consolidated Statements of Cash Flows for each of the Years in the
         Three-Year Period Ended December 31, 2000                                            F-5

         Notes to Consolidated Financial Statements                                           F-6 - F-30

(a) 2    Financial Statement Schedules

         Independent Auditors' Report                                                         S-1

         Valuation and Qualifying Accounts                                                    S-2

(a) 3    Exhibits - See Exhibit Index of this Form 10K

(b)      Reports on Form 8K.

         On November 6, 2000, we filed a Current Report on Form 8K with the
         SEC pursuant to Item 2 of that Form. Pursuant to Item 2 we reported
         our purchase of all of the outstanding stock of Sherikon, Inc.

         On November 14, 2000, we filed an amendment to our Current Report
         on Form 8K with the SEC pursuant to Item 7 on that Form. Pursuant
         to Item 7, we provided financial statements for Sherikon, Inc., and
         pro-forma financial information relative to the acquisition of
         Sherikon, Inc.

(c)      Exhibits - See Exhibit Index of this Form 10K


</TABLE>


                                       33
<PAGE>







                      ANTEON INTERNATIONAL CORPORATION AND
              SUBSIDIARIES (A majority-owned subsidiary of Azimuth
                               Technologies, Inc.)

                        Consolidated Financial Statements

                           December 31, 2000 and 1999



<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Anteon International Corporation and subsidiaries:

We have audited the accompanying consolidated balance sheets of Anteon
International Corporation (a majority-owned subsidiary of Azimuth Technologies,
Inc.) and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 2000. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of Anteon International Corporation
and subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States of America.



                                                                        KPMG LLP

McLean, Virginia
February 24, 2001


                                      F-1
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
              SUBSIDIARIES (a majority-owned subsidiary of Azimuth
                               Technologies, Inc.)

                           Consolidated Balance Sheets

                           December 31, 2000 and 1999
                        (in thousands except share data)


<TABLE>
<CAPTION>

                             ASSETS                                 2000           1999
                             ------                                 ----           ----
<S>                                                              <C>            <C>
Current assets:
     Cash and cash equivalents                                   $     928      $   1,061
     Accounts receivable, net                                      132,369        105,726
     Income tax receivable                                              --          2,082
     Prepaid expenses and other current assets                       8,605          6,466
     Deferred tax assets, net                                        3,621          2,265
                                                                 ---------      ---------

                  Total current assets                             145,523        117,600

Due from parent                                                         --          7,525
Property and equipment, at cost,
   net of accumulated depreciation
   and amortization of $12,120 and $6,089                           17,974         19,953
Goodwill, net of accumulated
   amortization of $11,056 and $6,342                              140,482        130,563
Intangible and other assets, net of
   accumulated amortization of $3,853 and $692                      17,547          9,535
                                                                 ---------      ---------
                  Total assets                                   $ 321,526      $ 285,176
                                                                 =========      =========

              LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Term Loan, current portion                                      8,437             --
     Subordinated notes payable, current portion                     4,558          8,840
     Business purchase consideration payable                         1,075          5,500
     Accounts payable                                               23,232         18,211
     Accrued expenses                                               46,682         35,625
     Income tax payable                                                531             --
     Other current liabilities                                         186          1,205
     Deferred revenue                                                6,489             --
                                                                 ---------      ---------
                  Total current liabilities                         91,190         69,381

Term Loan, less current portion                                     51,563         60,000
Revolving Facility                                                  32,000          2,900
Senior subordinated notes payable                                  100,000        100,000
Subordinated notes payable, less current portion                     2,044             --
Noncurrent deferred tax liabilities, net                             9,212          4,921
Other long term liabilities                                            859          1,681
                                                                 ---------      ---------
                  Total liabilities                              $ 286,868      $ 238,883
                                                                 ---------      ---------

Minority interest in subsidiaries                                      601            625

Stockholders' equity:
     Common stock, $0.05 par value, 17,661,840
        shares authorized, 14,257,808
        shares issued and 14,256,608 shares outstanding as
        of December 31, 2000 and 14,236,368
        shares issued and outstanding
        as of December 31, 1999                                        713            712
     Treasury stock, at cost, 1,200
        and 0 shares as of December 31,
        2000 and 1999, respectively                                     (9)            --
     Additional paid-in capital                                     40,294         40,220
     Due from parent                                                (8,810)            --
     Accumulated other comprehensive income (loss)                      37             (5)
     Retained earnings                                               1,832          4,741
                                                                 ---------      ---------
                  Total stockholders' equity                        34,057         45,668
                                                                 ---------      ---------
                  Total liabilities and stockholders' equity     $ 321,526      $ 285,176
                                                                 =========      =========
</TABLE>

See accompanying notes to consolidated financial statements



                                      F-2
<PAGE>


                      ANTEON INTERNATIONAL CORPORATION AND
              SUBSIDIARIES (a majority-owned subsidiary of Azimuth
                               Technologies, Inc.)

                      Consolidated Statements of Operations

                  Years ended December 31, 2000, 1999 and 1998
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                   2000           1999           1998
                                                                   ----           ----           ----

<S>                                                              <C>            <C>            <C>
Revenues                                                         $ 542,807      $ 400,850      $ 249,776

Costs of revenues                                                  474,924        353,245        221,588
                                                                 ---------      ---------      ---------

                  Gross profit                                      67,883         47,605         28,188
                                                                 ---------      ---------      ---------

Operating Expenses:
      General and administrative expenses,
         excluding acquisition-related
         costs below                                                38,506         25,610         15,286
      Amortization of noncompete
         agreements                                                    866            909            530
      Goodwill amortization                                          4,714          3,440          1,814
      Other intangibles amortization                                 2,673             --             --
      Costs of acquisitions/acquisition-
         related severance costs                                        86          2,316            115
                                                                 ---------      ---------      ---------

                  Total operating expenses                          46,845         32,275         17,745
                                                                 ---------      ---------      ---------

                  Operating income                                  21,038         15,330         10,443

Gains on sales of investments and other, net                            --          2,585             --
Interest expense, net of interest income of
   $410, $814, and $136                                             22,746         16,042          5,597
Minority interest in earnings (losses) of
   subsidiaries                                                        (24)            40             25
                                                                 ---------      ---------      ---------

Income (loss) before provision for income
   taxes and extraordinary loss                                     (1,684)         1,833          4,821

Provision for income taxes                                           1,225          1,543          2,353
                                                                 ---------      ---------      ---------

Income (loss) before extraordinary loss                             (2,909)           290          2,468

Extraordinary loss, net of tax                                          --            463             --
                                                                 ---------      ---------      ---------

                  Net income (loss)                              $  (2,909)     $    (173)     $   2,468
                                                                 =========      =========      =========
</TABLE>

See accompanying notes to consolidated financial statements


                                      F-3
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
              SUBSIDIARIES (a majority-owned subsidiary of Azimuth
                               Technologies, Inc.)

                 Consolidated Statements of Stockholders' Equity

                  Years ended December 31, 2000, 1999 and 1998

                        (in thousands except share data)

<TABLE>
<CAPTION>


                                                                                                ACCUMULATED
                                        COMMON STOCK      TREASURY STOCK    ADDITIONAL             OTHER                  TOTAL
                                        ------------      --------------     PAID-IN  DUE FROM COMPREHENSIVE  RETAINED STOCKHOLDERS'
                                     SHARES      AMOUNT    SHARES AMOUNT     CAPITAL   PARENT   INCOME(LOSS)  EARNINGS    EQUITY
                                     ------      ---------------------------------------------------------------------------------

<S>                                 <C>             <C>        <C>   <C>       <C>         <C>         <C>      <C>         <C>
Balance, December 31, 1997           11,893,076    $595       --    $--       $17,775    $    --     $  --     $ 2,446     $ 20,816

Exercise of stock options                 6,960      --       --       --          22         --        --          --           22
Comprehensive income:
   Unrealized gains on investments           --      --       --       --          --         --       392          --          392
   Foreign currency translation              --      --       --       --          --         --         7          --            7
   Net income                                --      --       --       --          --         --        --       2,468        2,468
                                     ----------    ----    -----    -----     -------    -------     -----     -------     --------

Comprehensive income                         --      --       --       --          --         --       399       2,468        2,867
                                     ----------    ----    -----    -----     -------    -------     -----     -------     --------

Balance, December 31, 1998           11,900,036    $595       --    $  --     $17,797    $    --     $ 399     $ 4,914     $ 23,705

Exercise of stock options                21,520       1       --       --          39         --        --          --           40
Sale of common stock                  2,314,812     116       --       --      22,384         --        --          --       22,500
Comprehensive income (loss):
   Sales of investments                      --      --       --       --          --         --      (392)         --         (392)
   Foreign currency translation              --      --       --       --          --         --       (12)         --          (12)
   Net loss                                  --      --       --       --          --         --        --        (173)        (173)
                                     ----------    ----    -----    -----     -------    -------     -----     -------     --------

Comprehensive income (loss)                  --      --       --       --          --         --      (404)       (173)        (577)
                                     ----------    ----    -----    -----     -------    -------     -----     -------     --------

Balance, December 31, 1999           14,236,368    $712       --    $  --     $40,220    $    --     $  (5)    $ 4,741     $ 45,668

Exercise of stock options                21,440       1       --       --          74         --        --          --           75
Purchase of treasury stock                   --      --    1,200       (9)         --         --        --          --           (9)
Reclassification of due from parent          --      --       --       --          --     (7,525)       --          --       (7,525)
Advances to parent for debt
  service during 2000                        --      --       --       --          --     (1,285)       --          --       (1,285)
Comprehensive income (loss):
   Foreign currency translation              --      --       --       --          --         --        42          --           42
   Net loss                                  --      --       --       --          --         --        --      (2,909)      (2,909)
                                     ----------    ----    -----    -----     -------    -------     -----     -------     --------

Comprehensive income (loss)                  --      --       --       --          --         --        42      (2,909)      (2,867)

                                     ----------    ----    -----    -----     -------    -------     -----     -------     --------
Balance, December 31, 2000           14,257,808    $713    1,200    $  (9)    $40,294    $(8,810)    $  37     $ 1,832     $ 34,057
                                     ==========    ====    =====    =====     =======    =======     =====     =======     ========
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
              SUBSIDIARIES (a majority-owned subsidiary of Azimuth
                               Technologies, Inc.)

                      Consolidated Statements of Cash Flows

                  Years ended December 31, 2000, 1999 and 1998
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                 2000           1999           1998
                                                                                 ----           ----           ----
<S>                                                                          <C>            <C>            <C>
Cash flows from operating activities:
     Net income (loss)                                                      $  (2,909)     $    (173)     $   2,468
      Adjustments to reconcile net income (loss) to net cash
         provided by (used in) operating activities:
             Extraordinary loss                                                     --            772             --
             Gains on sales of investments                                          --         (2,881)            --
             Depreciation and amortization of property and
                equipment                                                        7,024          3,623          1,837
             Goodwill amortization                                               4,714          3,440          1,814
             Amortization of noncompete agreements                                 866            909            530
             Other intangibles amortization                                      2,673             --             --
             Amortization of deferred financing fees and contract costs          1,180            692          1,420
             Inventory obsolescence reserve                                         --             --            500
             Loss (gain)  on disposals of property and equipment                  (187)           (67)            --
             Deferred income taxes                                                 631          3,578          2,501
             Minority interest in earnings (losses) of subsidiaries                (24)            40             25
             Changes in assets and liabilities, net of acquired assets
             and liabilities:
                Increase in accounts receivable                                (14,261)       (10,650)       (15,559)
                (Increase) decrease in income tax receivable                     2,535             55         (2,138)
                Decrease (increase) in inventory                                    --             --          2,259
                Increase in due from parent                                         --           (900)          (730)
                (Increase) decrease in prepaid expenses and other
                current assets                                                  (1,691)         2,645         (2,088)
                Decrease in other assets                                            75          1,822            556
                Increase (decrease) in accounts payable and accrued
                expenses                                                        10,820          8,695         (2,230)
                (Decrease) increase in deferred revenue                          6,489             --             --
                (Decrease) increase in other liabilities                           (58)           (35)           495
                                                                             ---------      ---------      ---------
                   Net cash provided by (used in) operating activities          17,877         11,565         (8,340)
                                                                             ---------      ---------      ---------

Cash flows from investing activities:
      Purchases of property and equipment and other assets                      (6,584)        (4,761)        (2,089)
      Acquisition of Techmatics, net of cash acquired                               --           (115)       (27,612)
      Acquisition of Analysis & Technologies, Inc., net of cash acquired          (128)      (115,471)            --
      Acquisition of Sherikon, net of cash acquired                            (23,906)            --             --
      Proceeds from sales of investments                                            --         11,491             --
      Purchases of investments                                                      --         (3,040)        (5,574)
      Other, net                                                                 1,706            224           (113)
                                                                             ---------      ---------      ---------
                   Net cash used in investing activities                       (28,912)      (111,672)       (35,388)
                                                                             ---------      ---------      ---------

Cash flows from financing activities:
      Proceeds from bank notes payable                                              --        132,043        278,500
      Principal payments on bank notes payable                                  (1,629)      (202,443)      (232,200)
      Principal payments on Techmatics obligations                             (15,350)        (4,925)        (2,075)
      Proceeds from issuance of common stock                                        75         22,540             22
      Deferred financing costs                                                      --         (8,930)        (1,015)
      Proceeds from Term Loan                                                       --         60,000             --
      Proceeds from Revolving Facility                                         533,000        208,700             --
      Payments on Revolving Facility                                          (503,900)      (205,800)            --
      Payments on subordinated notes payable                                        --           (173)            --
      Proceeds from senior subordinated notes payable                               --        100,000             --
      Purchase of treasury stock                                                    (9)            --             --
      Advances to parent for debt service                                       (1,285)            --             --
                                                                             ---------      ---------      ---------
                   Net cash provided by financing activities                    10,902        101,012         43,232
                                                                             ---------      ---------      ---------
                   Net increase (decrease) in cash and cash equivalents           (133)           905           (496)

Cash and cash equivalents, beginning of period                                   1,061            156            652
                                                                             ---------      ---------      ---------

Cash and cash equivalents, end of period                                     $     928      $   1,061      $     156
                                                                             =========      =========      =========
                                                                                                         (continued)
</TABLE>

                                      F-5
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
              SUBSIDIARIES (a majority-owned subsidiary of Azimuth
                               Technologies, Inc.)

                Consolidated Statements of Cash Flows, continued

                  Years ended December 31, 2000, 1999 and 1998


<TABLE>
<CAPTION>

                                                                      2000          1999           1998
                                                                      ----          ----           ----
<S>                                                                  <C>             <C>           <C>
Supplemental disclosure of cash flow information (in thousands):
      Interest paid                                                  $ 20,939        14,969        5,721
      Income taxes paid (refunds received), net                        (2,028)          213        1,784
                                                                     ========      ========     ========
</TABLE>

Supplemental disclosure of noncash investing and financing activities:


      During 2000, the Company and its Parent made a determination to classify
      approximately $7,525,000 in amounts advanced to its parent in prior years,
      and reflected as a long-term asset as of December 31, 1999, as a reduction
      of stockholders' equity.

      In October 2000, in connection with the acquisition of Sherikon (note 3),
      the Company issued $7.5 million of subordinated notes payable discounted
      as of the date of the acquisition to approximately $6,469,000. Also in
      connection with the Sherikon acquisition, the Company has guaranteed
      bonuses of approximately $1.75 million to certain former employees of
      Sherikon. These bonuses are not contingent on future employment with the
      Company and, accordingly, have been included as additional purchase
      consideration, discounted to approximately $1.5 million.

      During 1999, the Company received $224,000 in amounts previously held in
      escrow to provide for indemnification by the former owners of Vector Data
      Systems to Anteon of certain claims in connection with the purchase of
      Vector by the Company. The amounts received by the Company were recorded
      as a reduction of goodwill from the purchase business combination.

      In 1999, in connection with the Techmatics acquisition (note 3), the
      former shareholders of Techmatics earned additional consideration from
      Anteon of $5,500,000 based on the results of its operations for the fiscal
      year ended June 30, 1999. The additional consideration paid by the Company
      was recorded as an increase to goodwill from the Techmatics acquisition.

      In May 1998, the Company issued $10 million of subordinated notes payable
      discounted as of the date of the Techmatics acquisition to approximately
      $8,880,000. The Company assumed $4 million of future income tax
      obligations of the former shareholders of Techmatics discounted to
      approximately $3,762,000 as of the date of acquisition. In addition, the
      Company entered into two-year noncompete agreements valued at $2,850,000
      with certain executives of Techmatics discounted to approximately
      $2,654,000 as of the date of acquisition.

      As of September 30, 1998, the Company reached a settlement on the
      litigation and arbitration proceedings related to the purchase of the
      Company from Ogden Technology Services Corporation (note 1). The reduction
      of $4,850,000 of the consideration paid for the Company was recognized as
      a reduction of the goodwill from the Anteon acquisition.



See accompanying notes to consolidated financial statements.


                                      F-6
<PAGE>



                      ANTEON INTERNATIONAL CORPORATION AND
              SUBSIDIARIES (a majority-owned subsidiary of Azimuth
                               Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999

(1)      ORGANIZATION AND BUSINESS

         Anteon Corporation was acquired by Azimuth Technologies, Inc.
         ("Azimuth" or the "Parent") effective April 1, 1996. Azimuth acquired
         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, Ogden Professional Services Corporation was renamed Anteon
         Corporation. Anteon Corporation was renamed Anteon International
         Corporation ("Anteon" or the "Company") effective January 1, 2001. The
         consideration paid by Azimuth to Ogden was approximately $45.2 million,
         consisting of approximately $36.7 million in cash and a note payable to
         Ogden from Azimuth for $8.5 million.

         Subsequent to the date of the closing of the Anteon acquisition and in
         accordance with the stock purchase agreement, the Company filed a
         demand for arbitration against Ogden seeking refund of a portion of the
         purchase price. The Company also filed a lawsuit against Ogden relating
         to alleged breaches by Ogden of certain representations under the stock
         purchase agreement. As of September 30, 1998, the litigation and
         arbitration proceedings were settled and resulted in a reduction of
         $4.85 million of the purchase price paid to Ogden in the 1996
         acquisition of Anteon. The settlement was recognized as a reduction of
         the goodwill from the Anteon acquisition.

         On August 29, 1997, the Company acquired all of the outstanding stock
         of Vector Data Systems, Inc., as well as Vector's eighty percent
         interest in Vector Data Systems (UK) Limited (collectively, "Vector").
         The consideration paid by Anteon to the former shareholders of Vector
         was approximately $19 million in cash (net of $2.5 million in cash
         acquired) financed through borrowings under a previous revolving line
         of credit with a financial institution. The acquisition of Vector was
         accounted for using the purchase method whereby the net tangible and
         identifiable intangible assets acquired and liabilities assumed were
         recognized at their estimated fair market values as of the date of the
         combination. On May 29, 1998 the Company acquired all of the
         outstanding stock of Techmatics, Inc. (see Note 3(a)). On June 23, 1999
         the Company acquired all the outstanding stock of Analysis &
         Technology, Inc. (see Note 3(b)). On October 20, 2000 the Company
         acquired all of the outstanding stock of Sherikon, Inc. (see Note
         3(d)).

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

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

(2)      SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

         (a)      BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

                  The consolidated financial statements include the accounts of
                  the Company and its wholly-owned and 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.


                                      F-7
<PAGE>



                      ANTEON INTERNATIONAL CORPORATION AND
              SUBSIDIARIES (a majority-owned subsidiary of Azimuth
                               Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


         (c)      PROPERTY AND EQUIPMENT

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

<TABLE>
<CAPTION>

<S>                                     <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
Buildings                               31.5 years

</TABLE>

         (d)      INVESTMENTS

                  The Company accounts for investments in debt and marketable
                  equity securities depending on the purpose of the investment.
                  Since the Company does not hold investments principally for
                  the purpose of selling the investments in the near term, the
                  Company classifies these securities as available-for-sale.
                  Accordingly, investments are recognized at fair market value
                  and any unrealized gains or losses are recognized as a
                  component of stockholders' equity. As of December 31, 1998,
                  the aggregate fair market value of the investments was
                  $5,973,000, resulting in an unrealized gain of $392,000.
                  During 1999, the Company sold all of its investments in equity
                  securities for a realized gain on sale of $2,522,000.

         (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 other long-term
                  assets in the accompanying consolidated balance sheet.

         (f)      IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE
                  DISPOSED OF

                  The Company follows the provisions of Statement of Financial
                  Accounting Standards No. 121, ACCOUNTING FOR THE IMPAIRMENT OF
                  LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
                  ("SFAS No. 121"). This Statement requires that long-lived
                  assets and certain identifiable intangibles, including
                  goodwill, be reviewed for impairment whenever events or
                  changes in circumstances indicate that the carrying amount
                  of an asset may not be recoverable. Recoverability of
                  assets to be held and used is measured by a comparison of
                  the carrying amount of an asset to future undiscounted net
                  cash flows expected to be generated by the asset. If such
                  assets are considered to be impaired, the impairment to be
                  recognized is measured by the amount by which hte carrying
                  amount of the assets exceeds the fair value of the assets.

         (g)      GOODWILL

                  Goodwill relating to the Company's acquisitions represents the
                  excess of cost over the fair value of net tangible and
                  identifiable intangible assets acquired and is amortized on a
                  straight-line basis over periods ranging from twenty to thirty
                  years. Determination of the period is dependent on the nature
                  of the operations acquired.


                                      F-8
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


         (h)      OTHER INTANGIBLE ASSETS

                  The Company amortizes, on a straight-line basis, the allocated
                  cost of noncompete agreements entered into in connection with
                  business combinations over the terms of the agreements. Other
                  acquired intangibles related to workforce in place and
                  acquired contracts are amortized straight-line based upon
                  expected employment and contract periods, respectively.

                  Software development costs represent expenditures for the
                  development of software products that have been capitalized in
                  accordance with Statement of Financial Accounting Standards
                  No. 86, ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE TO BE
                  SOLD, LEASED, OR OTHERWISE MARKETED. Amortization is computed
                  on an individual product basis and is the greater of (a) the
                  ratio of current gross revenues for a product to the total of
                  current and anticipated future gross revenues for that product
                  or (b) the amount computed using the straight-line method over
                  the remaining economic useful life of the product. The Company
                  is currently using economic lives ranging from one to three
                  years for all capitalized software development costs.
                  Amortization of software development costs begins when the
                  software product is available for general release to
                  customers. As of December 31, 2000, $6,186,000 had been
                  capitalized for software development and $2,810,000 had been
                  amortized. As of December 31, 1999, $962,000 had been
                  capitalized and $124,000 had been amortized. Such costs are
                  included in intangibles and other assets in the accompanying
                  consolidated balance sheet.

         (i)      REVENUE RECOGNITION

                  Revenue from contract services is earned under
                  cost-reimbursement, time and materials, and fixed-price
                  contracts. Revenue under cost-reimbursement contracts is
                  recognized as costs are incurred and under time and materials
                  contracts as time is spent and as materials costs are
                  incurred. Revenue under fixed price contracts, including
                  applicable fees and estimated profits, is recognized on the
                  percentage of completion basis, using the cost-to-cost or
                  units-of-delivery methods. The majority of the Company's
                  cost-reimbursement contracts are either cost-plus-fixed-fee or
                  time and materials contracts. These contracts may either
                  require the Company to work on defined tasks or deliver a
                  specific number of hours of service. In either case, costs are
                  reimbursed up to the contract-authorized cost ceiling as they
                  are incurred. If a contracted task has not been completed or
                  the specific number of hours of service has not been delivered
                  at the time the authorized cost is expended, the Company may
                  be required to complete the work or provide additional hours.
                  The Company will be reimbursed for the additional costs but
                  may not receive an additional fee or the fee may be prorated
                  proportionately to the number of hours actually provided. If
                  estimates indicate a probable ultimate loss on a contract,
                  provision is made immediately for the entire amount of the
                  estimated future loss. Profits and losses accrued include the
                  cumulative effect of changes in prior periods' cost estimates.
                  Revenues from sales of products are generally recognized upon
                  acceptance by the customer, which is typically within thirty
                  days of shipment.

                  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. Services
                  revenue consists of maintenance and technical support and is
                  recognized ratably over the service period. Other services
                  revenues are recognized as the related services are provided.

                  Amounts collected but not earned are recognized as deferred
                  revenues.


                                      F-9
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999

         (j)      COSTS OF ACQUISITIONS

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

         (k)      INCOME TAXES

                  The Company is currently included in the consolidated income
                  tax returns of Azimuth; however, the Company prepares its
                  provisions for income taxes as if it filed its income tax
                  returns separately. 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 is recognized in income in the period that includes the
                  enactment date.

         (l)      FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS

                  The balance sheets of Vector Data Systems (U.K.) Limited,
                  Anteon VDS (Korea) Limited, Vector Data Systems Australia Pty.
                  Ltd., and Analysis & Technology, Inc. Australia Pty. Ltd. 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 translated using the weighted
                  average exchange rate during the period. Gains or losses
                  resulting from such translations are included in accumulated
                  comprehensive income (loss) in stockholders' equity. Gains and
                  losses from transactions denominated in foreign currencies are
                  included in current period income.

         (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, ACCOUNTING FOR STOCK ISSUED
                  TO EMPLOYEES; however, the Company discloses the pro forma
                  effect on net income (loss) as if the fair value based method
                  of accounting as defined in Statement of Financial Accounting
                  Standards No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION
                  ("SFAS No. 123") had been applied.

         (n)      FAIR VALUE OF FINANCIAL INSTRUMENTS

                  The carrying amounts of accounts receivable, accounts payable
                  and accrued liabilities approximate their fair market values
                  as of December 31, 2000 and 1999, due to the relatively short
                  duration of these financial instruments. Except for the senior
                  subordinated notes payable, the carrying amounts of the
                  Company's indebtedness approximate their fair values as of
                  December 31, 2000 and 1999, as they bear interest rates that
                  approximate market. The fair market value of the senior
                  subordinated notes payable was approximately $88.0 million and
                  $93.0 million as of December 31, 2000 and 1999, respectively.

         (o)      USE OF ESTIMATES

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


                                      F-10
<PAGE>



                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


         (p)      RECLASSIFICATIONS

                  Certain reclassifications have been made to the 1999 and 1998
                  consolidated financial statements to conform to the 2000
                  consolidated financial statement presentation.

         (q)      DUE FROM PARENT

                  During 2000, the Company made a determination to classify
                  approximately $7.5 million in amounts advanced to its
                  Parent in prior years, and reflected as a long-term asset
                  as of December 31, 1999, as a reduction of stockholders'
                  equity. These advances have primarily been for the purpose
                  of meeting the Parent's debt service requirements, and
                  substantially all of the Company's equity has been provided
                  by the Parent. For the year ended December 31, 2000, the
                  Company recognized a total of $1,285,000 as a reduction of
                  stockholders' equity for additional debt service payments
                  made by the Company on behalf of its Parent.

         (r)      STOCK SPLIT

                  On August 23, 2000 the Company's Board of Directors authorized
                  a 4 for 1 stock split. All references to number of shares
                  outstanding and stock options have been retroactively restated
                  for the stock split.

(3)      ACQUISITIONS AND JOINT VENTURE

         (a)      TECHMATICS, INC.

                  On May 29, 1998, the Company acquired all of the
                  outstanding stock of Techmatics, Inc. ("Techmatics"), a
                  subchapter S corporation. The consideration paid by Anteon
                  to the former shareholders and option holders of Techmatics
                  was approximately $31 million in cash, $27 million of which
                  was paid at closing and financed through a previous
                  revolving line of credit with a financial institution (note
                  7) and $4 million of which was paid under two non-interest
                  bearing installments on December 15, 1998 and April 1,
                  1999, and $10 million in subordinated notes payable (note
                  7). Interest of 6 percent per year began accruing on the
                  subordinated notes payable on September 30, 1999. Also in
                  conjunction with the purchase agreement, the Company
                  entered into noncompete agreements for approximately
                  $2,850,000, payable over a three-year period and discounted
                  to $2,654,000 as of the date of acquisition, with four
                  employees of Techmatics. Additional consideration of up to
                  $6.25 million could have been paid by the Company and was
                  contingent upon Techmatics meeting certain operating profit
                  thresholds for its fiscal year ended June 30, 1999. The
                  amount of the earn-out agreed to by the parties was
                  $5,500,000 and was paid in April 2000. The earn-out was
                  recognized as additional purchase consideration and
                  accordingly increased goodwill from the combination. The
                  acquisition of Techmatics was accounted for using the
                  purchase method whereby the net tangible and identifiable
                  intangible assets acquired and liabilities assumed were
                  recognized at their estimated fair market value as of the
                  date of acquisition. Goodwill of $32,964,000 resulting from
                  the acquisition is being amortized on a straight-line basis
                  over thirty years.


                                      F-11
<PAGE>



                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


                  The total purchase price paid, including transaction costs, of
                  approximately $45.9 million was allocated to the assets and
                  liabilities acquired as follows (in thousands):

<TABLE>
<CAPTION>

<S>                                                                                 <C>
                  Cash and cash equivalents                                         $    845
                  Accounts receivable                                                 21,869
                  Prepaid expenses and other current assets                              168
                  Property and equipment                                               2,350
                  Other long-term assets                                                 337
                  Noncompete agreements                                                2,850
                  Goodwill                                                            32,964
                  Accounts payable and accrued expenses                              (14,419)
                  Long-term debt                                                        (786)
                  Other liabilities                                                     (251)
                                                                                     -------
                        Total consideration                                          $45,927
                                                                                     =======

</TABLE>

         (b)      ANALYSIS & TECHNOLOGY, INC.

                  On June 23, 1999, the Company acquired all of the outstanding
                  stock of Analysis & Technology, Inc. ("A&T"), a provider of
                  systems and engineering technologies, technology-based
                  training systems, and information technologies to the U.S.
                  government and commercial customers for a total purchase
                  price, including transaction costs, of approximately $115.6
                  million. The acquisition was accounted for using the purchase
                  method whereby the net tangible and identifiable intangible
                  assets acquired and liabilities assumed were recognized at
                  their estimated fair market values at the date of acquisition.
                  The identifiable intangible assets were acquired contracts and
                  workforce in place. These were valued, based on an independent
                  appraisal completed during 2000, at $6,800,000 and $2,500,000,
                  respectively, and have estimated useful lives of 5 and 7
                  years, respectively. Goodwill of $73,012,000 resulting from
                  the acquisition is being amortized on a straight-line basis
                  over thirty years.

                  The total purchase price paid, including transaction costs, of
                  approximately $115.6 million, has been allocated to the assets
                  and liabilities acquired as follows (in thousands):
<TABLE>
<CAPTION>

                  <S>                                                           <C>
                  Accounts receivable                                           $  29,910
                  Prepaid expenses and other current assets                         2,985
                  Property and equipment                                           13,727
                  Other assets                                                      1,606
                  Goodwill                                                         73,012
                  In place workforce                                                2,500
                  Contracts                                                         6,800
                  Deferred tax liabilities, net                                      (667)
                  Accounts payable and accrued expenses                           (12,197)
                  Mortgage note payable                                            (2,077)
                                                                                ---------

                                    Total consideration                         $ 115,599
                                                                                =========
</TABLE>

                  Transaction costs of approximately $4.5 million were incurred
                  in connection with the acquisition, including a fee of
                  approximately $1.1 million paid to Caxton-Iseman Capital,
                  Inc., an affiliate of and advisor to the Company's parent,
                  Azimuth Technologies, Inc.



                                      F-12
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


                  In addition, the Company has integrated A&T into Anteon's
                  management structure in an attempt to achieve synergies
                  between the two organizations. As a result of the integration,
                  certain executive officers of A&T either resigned or were
                  terminated during 1999 and exercised their rights to certain
                  consideration established through pre-existing employment
                  agreements. These costs are recorded as "acquisition- related
                  severance costs" in the 1999 consolidated statement of
                  operations.

         (c)      ANTEON-CITI LLC

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

         (d)      SHERIKON, INC.

                  On October 20, 2000, the Company purchased all of the
                  outstanding stock of Sherikon, Inc., a technology solutions
                  and services firm based in Chantilly, Virginia, for a total
                  purchase price of approximately $34.8 million, including
                  transaction costs of approximately $861,000. Under the terms
                  of the sale, the total purchase price included, at closing, a
                  cash payment of $20.8 million to the shareholders of Sherikon,
                  Inc., cash payments of approximately $5.2 million to
                  certain executives and employees of Sherikon, Inc., and
                  subordinated notes payable totaling $7.5 million, of which
                  $5.0 million is due at the end of the first year after closing
                  and $2.5 million due at the end of the second year after
                  closing. The subordinated notes carry a 0% coupon rate. The
                  present value of the subordinated notes payable, using an
                  assumed borrowing rate of 11.75%, was approximately $6.5
                  million as of the date of purchase. In addition, the Company
                  guaranteed certain bonuses totaling approximately $1.75
                  million to former Sherikon employees payable in two
                  installments on October 20, 2001 and October 20, 2002. Such
                  bonuses are not contingent on continued employment with the
                  Company, and the present value of such amount, assuming an
                  11.75% discount rate, of $1,503,000, has been recognized as
                  additional purchase consideration. The transaction was
                  accounted for using the purchase method whereby the net
                  tangible and identifiable intangible assets acquired and
                  liabilities assumed were recognized at their estimated fair
                  market values at the date of acquisition, based on
                  preliminary estimates by management. The identifiable
                  intangible assets were acquired contracts and workforce in
                  place. These assets were valued, based on an independent
                  appraisal, at $1,310,000 and $760,000, respectively. Both have
                  expected useful lives of 4 years. Goodwill is being amortized
                  on a straight-line basis over twenty years.


                                      F-13
<PAGE>


                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


                  The total purchase price paid, including transaction costs, of
                  $34.8 million, has been preliminarily allocated to the assets
                  and liabilities acquired as follows (in thousands):
<TABLE>
<CAPTION>

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

                  Transaction costs of approximately $861 thousand include a
                  $300 thousand fee paid to Caxton-Iseman Capital, Inc., an
                  affiliate of and advisor to the Company's parent, Azimuth
                  Technologies, Inc.

         (e)      UNAUDITED PRO FORMA DATA

                  The following unaudited pro forma summary presents
                  consolidated information as if the acquisition of Sherikon had
                  occurred as of January 1, 1999, and the acquisition of A&T had
                  occurred as of January 1, 1998. The pro forma summary is
                  provided for informational purposes only and is based on
                  historical information that does not necessarily reflect
                  actual results that would have occurred nor is it necessarily
                  indicative of future results of operations of the combined
                  entities (in thousands):

<TABLE>
<CAPTION>
                                                           YEARS ENDED DECEMBER 31,
                                                           ------------------------

                                                        2000           1999           1998
                                                        ----           ----           ----

                  <S>                                <C>              <C>            <C>
                  Total revenues                     $ 599,715        553,666        450,786
                  Total expenses                       601,497        555,783        453,971
                                                     ---------         ------         ------

                  Loss before extraordinary item        (1,782)        (2,117)        (3,185)
                                                     ---------         ------         ------

                           Net income (loss)         $  (1,782)        (2,580)        (3,185)
                                                     =========         ======         ======
</TABLE>

(4)      ACCOUNTS RECEIVABLE

         The components of accounts receivable as of December 31, 2000 and 1999,
are as follows (in thousands):

<TABLE>
<CAPTION>

                                                                 2000            1999
                                                                 ----            ----

                  <S>                                         <C>              <C>
                  Billed and billable                         $ 124,417        102,266
                  Unbilled                                        9,924          5,378
                  Retainages due upon contract completion         2,376          2,283
                  Allowance for doubtful accounts                (4,348)        (4,201)
                                                              ---------        -------

                                Total                         $ 132,369        105,726
                                                              =========        =======
</TABLE>


                                      F-14
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


         In excess of 90% of the Company's revenues for each of 2000, 1999 and
         1998 have been earned, and accounts receivable as of December 31, 2000
         and 1999 are due, from agencies of the U.S. Government. Unbilled costs
         and fees and retainages billable upon completion of contracts are
         amounts due primarily within one year and will be billed on the basis
         of contract terms and delivery schedules.

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

(5)      PROPERTY AND EQUIPMENT

         Property and equipment consists of the following as of December 31,
         2000 and 1999 (in thousands):

<TABLE>
<CAPTION>
                                                                 2000           1999
                                                              --------        ------
<S>                                                           <C>                <C>
         Land                                                 $    544           596
         Buildings                                               3,179         6,498
         Computer hardware and software                         16,574        11,435
         Furniture and equipment                                 5,978         4,707
         Leasehold improvements                                  3,819         2,806
                                                                30,094        26,042
                                                              --------        ------

         Less - accumulated depreciation and amortization      (12,120)       (6,089)
                                                              --------        ------

                                                              $ 17,974        19,953
                                                              ========        ======
</TABLE>

(6)      ACCRUED EXPENSES

         The components of accrued expenses as of December 31, 2000 and 1999,
         are as follows (in thousands):

<TABLE>
<CAPTION>
                                                   2000         1999
                                                   ----         ----
         <S>                                      <C>          <C>
         Accrued payroll and related benefits     $26,996      23,216
         Accrued subcontractor costs               10,203       5,435
         Accrued legal                                 80          --
         Accrued interest                           1,648       1,677
         Other accrued expenses                     7,755       5,297
                                                  -------      ------

                                                  $46,682      35,625
                                                  =======      ======
</TABLE>


                                      F-15
<PAGE>



                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999

(7)      INDEBTEDNESS

         (a)      OLD CREDIT FACILITY

                  On March 18, 1998, the Company entered into the Old Credit
                  Facility with six commercial banks. Under the terms of the Old
                  Credit Facility, the Company entered into promissory notes for
                  aggregate available financing facilities of $125 million. This
                  Old Credit Facility replaced a pre-existing business loan and
                  security agreement with two commercial banks. The Old Credit
                  Facility was comprised of a revolving credit facility for
                  aggregate borrowings of up to $75 million, based on a portion
                  of eligible billed accounts receivable and a portion of
                  eligible unbilled accounts receivable ("Revolver"); and an
                  acquisition credit facility for aggregate borrowings of up to
                  $50 million ("Acquisition Facility"). Effective June 23, 1999,
                  this Old Credit Facility was terminated and replaced by a $180
                  million New Credit Facility as discussed below.

                  Under the Old Credit Facility, the interest rate on the
                  Revolver varied based on Anteon's ratio of debt-to-earnings
                  before income taxes, depreciation and amortization, calculated
                  quarterly. Interest was payable on a quarterly basis. During
                  the years ended December 31, 1999 and 1998, interest on the
                  Revolving Facility ranged from 7.5 percent to 8.5 percent and
                  7.8125 percent to 8.75 percent, respectively.

                  The interest rate on the Acquisition Facility varied using a
                  performance-based interest rate schedule measured using the
                  Company's ratio of debt-to-earnings before income taxes,
                  depreciation and amortization and was calculated quarterly.
                  Interest was payable on a quarterly basis. Interest rates
                  charged on the Acquisition Facility ranged from 7.5 percent to
                  9.0 percent and 7.5 percent to 9.25 percent during the years
                  ended December 31, 1999 and 1998, respectively.

                  Total interest expense incurred on the Revolver and
                  Acquisition Facility arrangements for the years ended December
                  31, 1999 and 1998 was approximately $3,049,000 and $3,475,000,
                  respectively.

                  The Revolver was collateralized by certain assets of the
                  Company and certain assets of its subsidiaries. The
                  subsidiaries' security interest was limited to its obligations
                  under these bank notes. The terms of the Old Credit Facility
                  restricted the ability of the Company to pay dividends,
                  although Anteon could declare dividends payable to Azimuth in
                  order to pay required payments on certain of its long-term
                  debt.

                  During 1999, the Company wrote-off the remaining balance of
                  deferred financing costs of approximately $772,000 upon the
                  effective date of the New Credit Facility. This amount, net of
                  taxes of approximately $309,000, is reflected as an
                  extraordinary loss in the consolidated statement of operations
                  for the year ended December 31, 1999.

         (b)      NEW CREDIT FACILITY

                  On June 23, 1999, the Company entered into a New Credit
                  Facility with a syndicate of nine commercial banks. This New
                  Credit Facility replaced the Company's Old Credit Facility and
                  coincided with the purchase of A&T. The balance outstanding of
                  $76,200,000 under the Old Credit Facility was paid in full on
                  that date.

                  Under the terms of the New Credit Facility, the Company
                  entered into promissory notes with aggregate available
                  financing facilities of $180,000,000. The New Credit Facility
                  is comprised of a revolving credit facility for aggregate
                  borrowings of up to $120,000,000 ("Revolving Facility"), as
                  determined based on a portion of eligible billed accounts
                  receivable and a portion of eligible unbilled accounts
                  receivable, and maturing on June 23, 2005; and a $60,000,000
                  note ("Term Loan") with principal payments due quarterly
                  commencing June 30, 2001, and $15,000,000 at maturity on June
                  23, 2005.


                                      F-16
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


                  Under the New Credit Facility, the interest rate on both the
                  Revolving Facility and the Term Loan vary using the Libor rate
                  plus a margin determined using the Company's ratio of net
                  debt-to-earnings before interest, taxes, depreciation and
                  amortization. Interest is payable on the last day of each
                  quarter. During the year ended December 31, 2000, interest on
                  the Revolving Facility and Term Loan ranged from 8.8375
                  percent to 11.75 percent.

                  As of December 31, 2000, the outstanding amounts under the New
                  Credit Facility are as follows (in thousands):

<TABLE>
<CAPTION>

                                                                        2000
                                                                  ----------------

<S>                                                               <C>
                  Revolving Facility                              $     32,000,000
                  Term Loan                                             60,000,000
                                                                  ----------------

                                                                  $     92,000,000
                                                                  ================
</TABLE>


                  The remaining available limit for the Revolving Facility as of
                  December 31, 2000 was $40,600,000.

                  Total interest expense incurred on the Revolving Facility and
                  Term Loan for the year ended December 31, 2000 was
                  approximately $2,264,000 and $5,852,000, respectively. Total
                  interest expense incurred on the Revolving Facility and Term
                  Loan for the year ended December 31, 1999 was approximately
                  $860,000 and $2,869,000, respectively. In addition, in 1999
                  the Company incurred $654,000 in bridge financing costs.

                  The Revolving Facility and Term Loan are collateralized by
                  certain assets of the Company and certain assets of its
                  subsidiaries ("Guarantors"). The subsidiaries' security
                  interest is limited to obligations under these bank notes. In
                  addition, the New Credit Facility has restrictions on the
                  ability of the Company to incur additional debt, and on
                  dividends and distributions. These restrictions limit the
                  ability to declare or pay, directly or indirectly, any
                  dividend or make any other distribution unless certain
                  conditions are met.

         (c)      SENIOR SUBORDINATED NOTES PAYABLE

                  On May 11, 1999, the Company sold $100,000,000, in aggregate
                  principal, of ten-year, 12 percent Senior Subordinated Notes
                  ("Notes"). These Notes were principally used to purchase A&T
                  (note 3). The Notes are subordinate to the Company's New
                  Credit Facility but rank senior to any other subordinated
                  indebtedness. The Notes mature May 15, 2009 and interest is
                  payable semi-annually on May 15 and November 15. Total
                  interest expense incurred during 2000 and 1999 was $12,133,000
                  and $7,500,000, respectively.

                  The Company cannot redeem the Notes prior to May 15, 2004
                  except under certain conditions. Under certain limitations and
                  prior to May 15, 2002, the Company can elect to redeem the
                  Notes at an amount not to exceed 25 percent of the sum of the
                  original principal amount of the Notes and the original
                  principal amount of any other notes issued under the same
                  indenture with proceeds from certain equity offerings. In
                  addition, under certain conditions after May 15, 2004, the
                  Company can redeem some portion of the Notes at certain
                  redemption prices.

                  The Notes are guaranteed by each of the Company's existing and
                  certain future domestic subsidiaries. The Notes include
                  certain restrictions regarding additional indebtness, dividend
                  distributions, investing activities, stock sales, transactions
                  with affiliates, and asset sales and transfers.


                                      F-17
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999

         (d)      SUBORDINATED NOTES PAYABLE

                  In connection with the purchase of Techmatics (note 3), the
                  Company entered into subordinated promissory notes with the
                  Techmatics shareholders and option holders as of the date of
                  acquisition in the principal amount of $10,000,000, discounted
                  as of the date of acquisition to approximately $8,880,000.
                  One-tenth of the total amount of principal was paid on May 31,
                  1999 with the remaining nine-tenths paid on May 31, 2000.
                  Interest began accruing on May 31, 1999 at 6 percent per year
                  on four-ninths of the principal amount outstanding. Total
                  interest expense incurred on the subordinated notes payable to
                  the Techmatics shareholders for the years ended December 31,
                  2000, 1999 and 1998 was approximately $117,000, $672,000 and
                  $423,000, respectively.

                  In connection with the purchase of Sherikon (note 3), the
                  Company entered into subordinated promissory notes with the
                  Sherikon shareholders as of the date of acquisition in the
                  aggregate principal amount of $7.5 million, discounted to
                  approximately $6.5 million. The subordinated promissory notes
                  are due in installments of $5.0 million on October 15, 2001
                  and $2.5 million on October 20, 2002. During the year ended
                  December 31, 2000, total interest expense on the subordinated
                  promissory notes with the Sherikon shareholders was
                  approximately $156,000.

         (e)      FUTURE MATURITIES

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

<TABLE>
<CAPTION>

                         YEAR ENDING DECEMBER 31,

<S>                                                        <C>
                         2001                              $       14,071
                         2002                                      13,294
                         2003                                      11,250
                         2004                                      11,250
                         2005                                      43,250
                         Thereafter                               106,563
                                                           --------------
                                                           $      199,678
                                                           ==============
</TABLE>

         (f)      INTEREST RATE SWAP AGREEMENTS

                  The Company has entered into interest rate swap agreements to
                  reduce the impact of changes in interest rates on its
                  borrowing facilities that have varying rates of interest. As
                  of December 31, 2000 and 1999, the Company had outstanding
                  interest rate swap agreements with off-balance-sheet market
                  risk with commercial banks having total notional principal
                  amounts of $60 million and $35 million, respectively. Those
                  swap agreements effectively changed the Company's interest
                  rate exposure for the following amounts, as of December 31,
                  2000, to the following fixed rates on its Old Credit Facility
                  and subsequently its New Credit Facility:

                                      F-18
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999

<TABLE>
<CAPTION>

                                                                                                         FAIR VALUE AS
                                                                                      EFFECTIVE         OF DECEMBER 31,
                      DATE OF SWAP           NOTIONAL            MATURITY OF          FIXED RATE             2000
                       AGREEMENT              AMOUNT           SWAP AGREEMENT         OF INTEREST        (IN THOUSANDS)
                  -----------------------------------------------------------------------------------------------------
<S>                                         <C>              <C>                      <C>                   <C>
                     September 1998         $5 million       September 25, 2003       5.02 percent            $26

                       June 1999           $10 million          June 29, 2001         5.78 percent            (63)

                       March 2000          $20 million        December 30, 2003       6.31 percent           (376)

                        May 2000           $10 million          May 31, 2002          7.61 percent           (260)

                       June 2000            $5 million          May 31, 2002          7.26 percent           (104)

                       July 2000            $5 million          July 26, 2003         6.85 percent           (140)

                     September 2000         $5 million       September 14, 2003       6.72 percent           (131)
</TABLE>


                  The fair value of interest rate swaps is the estimated amount
                  that the counterparty would (receive) pay to terminate the
                  swap agreements at December 31, 2000.

                  The swap agreements entered into under the Old Credit Facility
                  remained in effect upon consummation of the New Credit
                  Facility. The differential to be paid or received is accrued
                  as interest rates change and is recognized over the terms of
                  the agreements. The Company is exposed to credit loss in the
                  event of nonperformance by the other parties to the interest
                  rate swap agreements; however, the Company does not anticipate
                  nonperformance by the counterparties.

                  Effective January 1, 2001, the Company will adopt Statement of
                  Financial Accounting Standards (SFAS) No. 133, ACCOUNTING FOR
                  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, as amended by
                  SFAS No. 137, and as further amended by SFAS No. 138. In the
                  opinion of management, the adoption of SFAS No. 133, as
                  amended, will have no significant impact on the Company's
                  consolidated financial statements.

(8)      INCOME TAXES

         The provisions for income taxes for the years ended December 31, 2000,
         1999 and 1998, consist of the following (in thousands), respectively:

<TABLE>
<CAPTION>

                                                                      YEARS ENDED DECEMBER 31,
                                                                 ---------------------------------
                                                                   2000         1999         1998
                                                                 -------      -------      -------
<S>                                                              <C>           <C>            <C>
           Current provision (benefit):
                 Federal                                         $   293       (1,593)        (115)
                 State                                               197         (479)         (16)
                 Foreign                                             104           37           68
                                                                 -------      -------      -------
                          Total current provision (benefit)          594       (2,035)         (63)
                                                                 -------      -------      -------

           Deferred provision (benefit):
                 Federal                                             350        2,875        2,067
                 State                                               346          662          380
                 Foreign                                             (65)          41          (31)
                                                                 -------      -------      -------
                          Total deferred provision (benefit)         631        3,578        2,416
                                                                 -------      -------      -------

                          Total income tax provision             $ 1,225        1,543        2,353
                                                                 =======      =======      =======
</TABLE>

                                      F-19
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


         The income tax provisions for the years ended December 31, 2000, 1999
         and 1998 differ from that computed by applying the statutory U.S.
         federal income tax rate of 34 percent to pre-tax income (loss) as set
         forth below (in thousands):

<TABLE>
<CAPTION>

                                                                                YEARS ENDED DECEMBER 31,
                                                                          ---------------------------------
                                                                            2000         1999         1998
                                                                          -------      -------      -------
<S>                                                                       <C>              <C>        <C>
           Expected tax expense (benefit), computed at statutory rate     $  (572)         637        1,648
           State taxes, net of federal expense                                104           94          197
           Nondeductible expenses                                             264          168           42
           Goodwill amortization                                            1,075          663          333
           Valuation allowance                                                295           --           --
           Foreign rate differences                                             9          (19)         123
           Other                                                               50           --           10
                                                                          -------      -------      -------
                                                                          $ 1,225        1,543        2,353
                                                                          =======      =======      =======
</TABLE>


         The tax effect of temporary differences that give rise to the deferred
         tax assets and deferred tax liabilities as of December 31, 2000 and
         1999, are presented below (in thousands):

<TABLE>
<CAPTION>

                                                                              2000          1999
                                                                            --------      --------
<S>                                                                            <C>           <C>
           Deferred tax assets:
             Accrued expenses                                               $  6,033         4,006
             Intangible assets, due to differences in amortization             5,007         3,490
             Accounts receivable allowances                                      591           890
             Property and equipment, due to differences in depreciation          476           490
             Net operating loss carryover                                      2,448         2,356
             Other                                                                 1           102
                                                                            --------      --------

                         Total gross deferred tax assets                      14,556        11,334
                         Less valuation allowance                                295            --
                                                                            --------      --------
                         Net deferred tax assets                              14,261        11,334
                                                                            --------      --------

           Deferred tax liabilities:
             Deductible goodwill, due to differences in amortization           9,728         4,673
             Revenue recognition differences                                   4,941         4,084
             Property and equipment, due to differences in depreciation        1,865         1,487
             Other                                                               398           264
             Accrued expenses                                                  2,920         3,482
                                                                            --------      --------

                         Total deferred tax liabilities                       19,852        13,990
                                                                            --------      --------

                         Deferred tax assets (liabilities), net             $ (5,591)       (2,656)
                                                                            ========      ========
</TABLE>



                                      F-20
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


         In assessing the realizability of deferred tax assets, management
         considers whether it is more likely than not that some portion or all
         of the deferred tax asset will be realized. The ultimate realization of
         the deferred tax asset is dependent upon the generation of future
         taxable income during the periods in which temporary differences become
         deductible. Management considers scheduled reversals of deferred tax
         liabilities, projected future taxable income, and tax planning
         strategies that can be implemented by the Company in making this
         assessment. Based upon the level of historical taxable income,
         scheduled reversal of deferred tax liabilities, and projections of
         future taxable income over the periods in which the temporary
         differences become deductible based on available tax planning
         strategies, management presently believes that it is more likely than
         not that the Company will realize the majority of the benefits of these
         deductible differences, although the Company has established a
         valuation allowance as of December 31, 2000 of $295,000 against certain
         state net operating loss carryforwards. The valuation allowance for
         deferred tax assets as of December 31, 1999 was $0. The net change in
         the total valuation allowance for the year ended December 31, 2000 was
         an increase of $295,000. At December 31, 2000, the Company had federal
         and state net operating loss carryforwards of approximately $4,672,000
         and $14,996,000, respectively. Such carryforwards have various
         expiration dates and begin to expire in 2004.

(9)      EMPLOYEE BENEFIT PLANS

         Employees of the Company may participate in 401(k) retirement savings
         plans, whereby employees may elect to make contributions pursuant to a
         salary reduction agreement upon meeting eligibility requirements.
         Participants may contribute up to 20 percent (22 percent effective
         January 1, 2001) of salary in any calendar year to these plans,
         provided that amounts in total do not exceed certain statutory limits.
         The Company matches up to 50 percent of the first 6 percent of a
         participant's contributions subject to certain limitations. The Company
         made contributions to these plans of approximately $5,300,000,
         $2,306,000, and $1,995,000 for the years ended December 31, 2000, 1999
         and 1998, respectively.

         From the date of its acquisition to December 31, 1998, Techmatics
         sponsored a defined health and welfare plan that provides health,
         dental and short-term disability benefits for all eligible full-time
         employees of Techmatics. The plan was self-insured and has specific
         employee stop-loss coverage insurance of $50,000 and aggregate
         stop-loss coverage insurance calculated based on monthly participation
         in the plan. Contributions to the plan were made by both Techmatics and
         the employees and maintained in a trust fund intended to qualify as a
         tax-exempt Voluntary Employees' Beneficiary Trust within the meaning of
         Section 501(c)(9) of the U.S. Internal Revenue Code. Contributions by
         Techmatics are based upon estimates and on actual amounts of claims
         processed. For the years ended December 31, 2000 and 1999 and from the
         date of acquisition of Techmatics by the Company to December 31, 1998,
         the Company made contributions to the plan of approximately $0,
         $704,000 and $879,000, respectively. Effective January 1, 1999, the
         former Techmatics employees became participants in Anteon's employee
         benefit plans.

         A&T's Savings and Investment Plan is a discretionary contribution plan
         as defined in the Internal Revenue Code, Section 401(a)(27). The Plan
         covers substantially all of A&T's full-time employees. A&T's
         contributions are made at the discretion of the Board of Directors for
         any plan year. A&T's matching contributions to this plan for the year
         ended December 31, 2000 and from the date of acquisition of A&T by the
         Company to December 31, 1999 was approximately $2,260,000 and
         $1,019,000, respectively. Effective December 31, 2000, the plan's
         assets were transferred to the Anteon 401(k) plan.


                                      F-21
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999

(10)     EMPLOYEE STOCK OPTION PLAN

         (a)      ANTEON PLAN

                  In February 1997, the Board of Directors approved the adoption
                  of the Anteon Corporation Omnibus Stock Plan ("the Anteon
                  Plan"). At the discretion of the Board of Directors, the
                  Anteon 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, 2000, an aggregate of 508,280 shares of
                  Anteon's common stock was reserved for issuance under the
                  Anteon Plan.

                  The exercise price of stock options granted is determined by
                  the Board of Directors but is 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 percent of the
                  shares subject to the options vest on the first anniversary
                  of the grant date and an additional 20 percent vest on each
                  succeeding anniversary of the grant date. For options
                  granted from the date of the adoption of the Anteon 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
                  Board of Directors approved that 20 percent of the options
                  issued on the August 1, 1997 grant date vest immediately.
                  On September 21, 2000, the 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.

                  For stock options granted to directors of the Company, 33 1/3
                  percent of the shares subject to the options vest on the first
                  anniversary of the grant date and an additional 33 1/3 percent
                  vest on the two succeeding anniversaries of the grant date.
                  The directors have a period expiring on July 31, 2002 in which
                  to exercise options that vest.

         The following tables summarize information regarding options under the
Anteon Plan:

<TABLE>
<CAPTION>
                                                                                 WEIGHTED
                                                                                 AVERAGE      OUTSTANDING
                                                NUMBER        OPTION PRICE       EXERCISE         AND
                                               OF SHARES        PER SHARE         PRICE       EXERCISABLE
                                               ---------      ------------      ---------     -----------
<S>                                              <C>          <C>               <C>           <C>
         Outstanding at December 31, 1997        661,720     $  1.69-4.59       $    2.08      77,300
            Granted                              605,800        6.73-9.33            9.20
            Exercised                             (6,960)       1.69-4.59            3.36
            Cancelled or expired                 (42,400)       1.69-9.33            3.69
                                               ---------     ------------       ---------

         Outstanding at December 31, 1998      1,218,160     $  1.69-9.33       $    5.54     208,836
            Granted                              695,000       9.72-10.50           10.90
            Exercised                            (21,120)       1.69-8.04            2.04
            Cancelled or expired                 (77,800)      1.69-10.50            8.88
                                               ---------     ------------       ---------

         Outstanding at December 31, 1999      1,814,240     $ 1.69-10.50       $    7.30     426,864
            Granted                              482,500      12.50-12.97           12.62
            Exercised                            (21,840)      9.72-12.81           12.41
            Cancelled or expired                (131,900)      1.69-12.50            9.99
                                               ---------     ------------       ---------

         Outstanding at December 31, 2000      2,143,000     $ 1.69-12.97       $    8.53     744,758
                                               =========     ============       =========
</TABLE>


                                      F-22
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


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

<TABLE>
<CAPTION>

                                                     SHARES OUTSTANDING                      EXERCISABLE SHARES
                                        --------------------------------------------  ------------------------------
                                                        WEIGHTED          WEIGHTED                        WEIGHTED
                                                         AVERAGE          AVERAGE                         AVERAGE
                                          NUMBER        EXERCISE         REMAINING         NUMBER         EXERCISE
                                         OF SHARES        PRICE             LIFE         OF SHARES         PRICE
                                        -----------   -------------  ---------------  -------------    -------------
<S>                                         <C>               <C>               <C>        <C>         <C>
         December 31, 2000:
              $1.69                         515,000           $1.69             3.8        394,338     $       1.69
              $4.59 to $6.73                 54,000            4.76             4.8         28,400             4.71
              $8.04 to $9.33                511,800            9.23             5.7        202,320             9.23
              $9.72 to $10.50               589,700           10.39             6.6        119,700            10.38
              $12.50 to $12.97              472,500           12.63             6.5             --               --
                                        ===========   =============   =============   =============    ============
</TABLE>


         (b)      INTERACTIVE MEDIA CORP. STOCK OPTIONS

                  The Company's subsidiary, Interactive Media Corp.
                  ("Interactive Media"), maintains a stock option plan (the
                  "Interactive Media Plan") under which key employees of
                  Interactive Media have been granted options to purchase common
                  stock of Interactive Media. Interactive Media is a subsidiary
                  of A&T, which was acquired by Anteon on June 23, 1999 (note
                  3). Under the terms of the Interactive Media Plan, options are
                  granted at not less than the estimated fair market value of
                  the common stock of Interactive Media at the date of grant.
                  The options vest over a period of two years and expire between
                  five and seven years from the date of grant. As of December
                  31, 2000, 205,000 shares of Interactive Media common stock
                  have been reserved for issuance under the Interactive Media
                  Plan, and 127,000 options are outstanding at an exercise price
                  of $11.78 per share, all of which are vested and exercisable,
                  have a weighted average remaining contractual life of 4.76
                  years, and all of which were granted prior to the acquisition
                  of A&T. During 1999, 7,500 options were exercised under the
                  Interactive Media Plan.

                  In addition, through employment agreements executed prior to
                  the A&T acquisition, certain key executives of Interactive
                  Media have been granted an aggregate of 81,100 options to
                  purchase Interactive Media common stock of $27.744 per share.
                  As of December 31, 2000, all of these options are outstanding
                  and exercisable and have a weighted average remaining
                  contractual life of 5.31 years.

         (c)      PRO FORMA DISCLOSURES

                  The Company applies APB No. 25 and related interpretations in
                  accounting for the Anteon Plan and the Interactive Media 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 Company's grants under the
                  Anteon Plan and the Interactive Media 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, 2000, 1999 and 1998 would
                  approximate ($4,033,000), ($699,000) and $2,224,000,
                  respectively, using an expected option life of 7 years,
                  dividend yield rate of 0 percent and volatility rates
                  of 20 percent, and risk-free interest rates of
                  5.16, 6.61 and 4.73 percent for 2000, 1999 and 1998,
                  respectively. The effects of applying SFAS No. 123 in this pro
                  forma disclosure are not indicative of future amounts.


                                      F-23
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


(11)     COMPREHENSIVE INCOME (LOSS)

         During 1998, the Company adopted the provisions of Statement of
         Financial Accounting Standards No. 130, REPORTING COMPREHENSIVE INCOME
         ("SFAS No. 130"). SFAS No. 130 requires the display of comprehensive
         income (loss), which includes the Company's unrealized gains (losses)
         on investments and the accumulated foreign currency translation
         adjustment. The Company has presented comprehensive income (loss) as a
         component of the accompanying consolidated statements of stockholders'
         equity. During the year ended December 31, 1998, $392,000 of unrealized
         gains on investments was recognized in comprehensive income. During
         1999, the Company sold all of its investments in equity securities. The
         amount of accumulated foreign currency translation adjustment was
         approximately $37,000, ($5,000), and $7,000 as of December 31, 2000,
         1999 and 1998, respectively.

(12)     COMMITMENTS AND CONTINGENCIES

         (a)      LEASES

                  The Company leases facilities under operating leases and uses
                  certain equipment under lease agreements expiring at various
                  dates through 2010. As of December 31, 2000, the aggregate
                  minimum annual rental commitments under noncancelable
                  operating leases are as follows (in thousands):

<TABLE>
<CAPTION>

                           YEAR ENDING DECEMBER 31,

<S>                                                                         <C>
                           2001                                             $     19,963
                           2002                                                   14,729
                           2003                                                    8,682
                           2004                                                    6,386
                           2005                                                    4,251
                           Thereafter                                             16,679
                                                                            ------------

                                    Total minimum lease payments            $     70,690
                                                                            ============
</TABLE>

                  Rent expense under all operating leases for the years ended
                  December 31, 2000, 1999 and 1998 was approximately
                  $17,747,000, $11,887,000, and $5,644,000, respectively.

         (b)      MANAGEMENT FEES

                  Effective June 1, 1999, the Company entered into an
                  arrangement with Caxton-Iseman Capital, Inc., an affiliate and
                  advisor to the Company's parent, Azimuth Technologies, Inc.,
                  whereby the amount the Company is required to pay for
                  management fees to Caxton-Iseman Capital, Inc. increased to
                  $1,000,000 per year. Prior to the completion of the
                  acquisition of A&T, the annual management fee was $500,000 and
                  covered the period beginning January 1, 1999.

                  During the years ended December 31, 2000, 1999 and 1998, the
                  Company incurred $1,000,000, $750,000 and $400,000,
                  respectively, of management fees with Caxton-Iseman Capital,
                  Inc.

         (c)      LEGAL PROCEEDINGS

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

                                      F-24
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


(13)     DOMESTIC SUBSIDIARIES SUMMARIZED FINANCIAL INFORMATION

         The Company's wholly-owned domestic subsidiaries are guarantors (the
         "Subsidiary Guarantors") under the terms of the Notes. Such guarantees
         are full, unconditional and joint and several. Separate financial
         statements of the Subsidiary Guarantors are not presented because the
         Company's management has determined that they would not be material to
         investors. The following supplemental financial information sets forth,
         on a combined basis, balance sheets, statements of operations and
         statements of cash flows information for the Subsidiary Guarantors, the
         Company's non-guarantor subsidiaries and for the Company.

<TABLE>
<CAPTION>

                                                                              AS OF DECEMBER 31, 2000
                                                       ------------------------------------------------------------------------
                                                                                                                   CONSOLIDATED
                                                         ANTEON                         NON-                         ANTEON
                CONDENSED CONSOLIDATED                INTERNATIONAL    GUARANTOR     GUARANTOR      ELIMINATION   INTERNATIONAL
                    BALANCE SHEETS                     CORPORATION    SUBSIDIARIES  SUBSIDIARIES      ENTRIES      CORPORATION
         -------------------------------------------  -------------   ------------  ------------    -----------   -------------
                    (in thousands)

<S>                                                    <C>             <C>             <C>            <C>            <C>
          Cash and cash equivalents                    $     338            491             99             --            928
          Accounts receivable, net                        44,123         87,419            827             --        132,369
          Other current assets                             8,377          3,598            251             --         12,226
          Property and equipment, net                      3,312         14,609             53             --         17,974
          Investment in and advances to
              subsidiaries                                43,616         22,048           (180)       (65,484)            --
          Goodwill, net                                  140,482             --             --             --        140,482
          Intangible and other assets, net                14,800          2,670             77             --         17,547
                                                       ---------      ---------      ---------      ---------      ---------
                   Total assets                          255,048        130,835          1,127        (65,484)       321,526
                                                       =========      =========      =========      =========      =========

          Indebtedness                                   198,604          1,259             --             --        199,863
          Accounts payable                                 9,427         13,522            283             --         23,232
          Accrued expenses                                17,942         29,139            132             --         47,213
          Deferred revenue                                 6,420             --             69             --          6,489
          Other long-term liabilities                      9,212            859             --             --         10,071
                                                       ---------      ---------      ---------      ---------      ---------
                   Total liabilities                     241,605         44,779            484             --        286,868

          Minority interest in subsidiaries                  549            (30)            82             --            601
          Total stockholders' equity                      12,894         86,086            561        (65,484)        34,057
                                                       ---------      ---------      ---------      ---------      ---------
                   Total liabilities and
                       stockholders' equity            $ 255,048        130,835          1,127        (65,484)       321,526
                                                       =========      =========      =========      =========      =========

<CAPTION>

                CONDENSED CONSOLIDATED
               STATEMENTS OF OPERATIONS                             FOR THE YEAR ENDED DECEMBER 31, 2000
         -------------------------------------------   ---------------------------------------------------------------------
                    (in thousands)

<S>                                                    <C>              <C>              <C>           <C>           <C>
          Revenues                                     $ 200,300        343,191          2,519         (3,203)       542,807
          Costs of revenues                              178,847        296,879          2,401         (3,203)       474,924
                                                       ---------      ---------      ---------      ---------      ---------
                   Gross profit                           21,453         46,312            118             --         67,883

          Total operating expenses                        18,700         28,115             30             --         46,845
                                                       ---------      ---------      ---------      ---------      ---------
                   Operating income                        2,753         18,197             88             --         21,038

          Interest and other expense (income), net        22,685             59              2             --         22,746
          Minority interest in earnings
            (losses) of subsidiaries                          --            (24)            --             --            (24)
                                                       ---------      ---------      ---------      ---------      ---------
                   Income (loss) before provision
                       for income taxes                  (19,932)        18,162             86             --         (1,684)

          Provision (benefit) for income taxes            (6,053)         7,240             38             --          1,225
                                                       ---------      ---------      ---------      ---------      ---------

          Net income (loss)                              (13,879)        10,922             48             --         (2,909)
                                                       =========      =========      =========      =========      =========
</TABLE>


                                      F-25
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999

<TABLE>
<CAPTION>

                                                                           FOR THE YEAR ENDED DECEMBER 31, 2000
                                                              ----------------------------------------------------------------
                                                                                                                 CONSOLIDATED
                                                                  ANTEON                           NON-             ANTEON
                       CONDENSED CONSOLIDATED                 INTERNATIONAL    GUARANTOR        GUARANTOR       INTERNATIONAL
                      STATEMENTS OF CASH FLOWS                 CORPORATION    SUBSIDIARIES     SUBSIDIARIES      CORPORATION
          -------------------------------------------------   --------------  -------------   ---------------  ---------------
                           (in thousands)

<S>                                                               <C>               <C>                <C>        <C>
          Net income (loss)                                       $ (13,879)        10,922             48         (2,909)
          Adjustments to reconcile net income (loss)  to
            net cash provided by (used for) operations:
              Gain on disposals of property and equipment                --           (187)            --           (187)
              Depreciation and amortization of property
                and equipment                                         1,707          5,303             14          7,024
              Goodwill amortization                                   4,714             --             --          4,714
              Other intangibles amortization                          2,673             --             --          2,673
              Amortization of noncompete agreements                     866             --             --            866
              Amortization of deferred financing fees                 1,180             --             --          1,180
              Deferred income taxes                                     704             --            (73)           631
              Minority interest in earnings (losses) of
                subsidiaries                                             --            (24)            --            (24)
              Changes in assets and liabilities, net of
                acquired assets and liabilities                      14,883        (10,508)          (466)         3,909
                                                                  ---------      ---------      ---------      ---------
                         Net cash provided by (used in)
                             operating activities                    12,848          5,506           (477)        17,877
                                                                  ---------      ---------      ---------      ---------

              Cash flows from investing activities:
                Purchases of property and equipment and
                  other assets                                       (1,331)        (5,256)             3         (6,584)
                Other                                                    --          1,706             --          1,706
                Acquisition of Analysis & Technology
                  Inc., net of cash acquired                           (128)            --             --           (128)
                Acquisition of Sherikon, net of cash acquired       (23,906)            --             --        (23,906)
                                                                  ---------      ---------      ---------      ---------
                         Net cash provided by (used in)
                             investing activities                   (25,365)        (3,550)             3        (28,912)
                                                                  ---------      ---------      ---------      ---------

              Cash flows from financing activities:
                Principal payments on bank notes payable                 --         (1,629)            --         (1,629)
                Principal payments of Techmatics obligations        (15,350)            --             --        (15,350)
                Proceeds from Revolving Facility                    533,000             --             --        533,000
                Payments on Revolving Facility                     (503,900)            --             --       (503,900)
                Intercompany investment                                 335           (335)            --             --
                Distribution to parent for debt service              (1,285)            --             --         (1,285)
                Purchase of treasury stock                               (9)            --             --             (9)
                Proceeds from issuance of common stock                   75             --             --             75
                                                                  ---------      ---------      ---------      ---------
                         Net cash provided by (used in)
                             financing activities                    12,866         (1,964)            --         10,902
                                                                  ---------      ---------      ---------      ---------

              Net increase (decrease) in cash and cash
                equivalents                                             349             (8)          (474)          (133)

              Cash and cash equivalents, beginning of year              (11)           499            573          1,061
                                                                  ---------      ---------      ---------      ---------

              Cash and cash equivalents, end of year              $     338            491             99            928
                                                                  =========      =========      =========      =========
</TABLE>


                                      F-26
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                             AS OF DECEMBER 31, 1999
                                                       -------------------------------------------------------------------------
                                                                                                                  CONSOLIDATED
                                                         ANTEON                        NON-                          ANTEON
                CONDENSED CONSOLIDATED                INTERNATIONAL   GUARANTOR     GUARANTOR     ELIMINATION    INTERNATIONAL
                    BALANCE SHEETS                     CORPORATION   SUBSIDIARIES  SUBSIDIARIES     ENTRIES       CORPORATION
          ------------------------------------        -------------  ------------  ------------  --------------  --------------
                    (in thousands)
<S>                                                    <C>              <C>              <C>         <C>            <C>
          Cash and cash equivalents                    $     (11)           499            573             --          1,061
          Accounts receivable, net                        34,618         70,783            325             --        105,726
          Other current assets                             8,878          1,806            129             --         10,813
          Property and equipment, net                      3,072         16,810             71             --         19,953
          Due from parent                                  7,525             --             --             --          7,525
          Investment in and advances to subsidiaries      54,644            225           (225)       (54,644)            --
          Goodwill, net                                  130,563             --             --             --        130,563
          Intangible and other assets, net                 7,524          2,009              2             --          9,535
                                                       ---------      ---------      ---------      ---------      ---------
                   Total assets                          246,813         92,132            875        (54,644)       285,176
                                                       =========      =========      =========      =========      =========

          Indebtedness                                   177,240             --             --             --        177,240
          Accounts payable                                11,237          6,762            212             --         18,211
          Accrued expenses                                16,840         18,563            222             --         35,625
          Other current liabilities                          820            359             26             --          1,205
          Other long-term liabilities                      4,848          1,671             83             --          6,602
                                                       ---------      ---------      ---------      ---------      ---------
                   Total liabilities                     210,985         27,355            543             --        238,883

          Minority interest in subsidiaries                  549             --             76             --            625
          Total stockholders' equity                      35,279         64,777            256        (54,644)        45,668
                                                       ---------      ---------      ---------      ---------      ---------
                   Total liabilities and
                       stockholders' equity            $ 246,813         92,132            875        (54,644)       285,176
                                                       =========      =========      =========      =========      =========

<CAPTION>
               CONDENSED CONSOLIDATED
               STATEMENTS OF OPERATIONS                                FOR THE YEAR ENDED DECEMBER 31, 1999
          ------------------------------------         ---------------------------------------------------------------------
                    (in thousands)
<S>                                                    <C>              <C>              <C>         <C>            <C>
          Revenues                                     $ 204,388        194,523          3,241         (1,302)       400,850
          Costs of revenues                              187,143        164,518          2,886         (1,302)       353,245
                                                       ---------      ---------      ---------      ---------      ---------
                   Gross profit                           17,245         30,005            355             --         47,605

          Total operating expenses                        13,668         18,551             56             --         32,275
                                                       ---------      ---------      ---------      ---------      ---------
                   Operating income                        3,577         11,454            299             --         15,330

          Interest expense (income) and other, net        13,486            (18)           (11)            --         13,457
          Minority interest in earnings of
            subsidiaries                                      --             40             --             --             40
                                                       ---------      ---------      ---------      ---------      ---------
                   Income (loss) before provision
                     for income taxes and
                     extraordinary loss                   (9,909)        11,432            310             --          1,833

          Provision (benefit) for income taxes            (3,028)         4,498             73             --          1,543
                                                       ---------      ---------      ---------      ---------      ---------
          Income (loss) before extraordinary loss         (6,881)         6,934            237             --            290

          Extraordinary loss, net of tax                     463             --             --             --            463
                                                       ---------      ---------      ---------      ---------      ---------

                   Net income (loss)                   $  (7,344)         6,934            237             --           (173)
                                                       =========      =========      =========      =========      =========
</TABLE>

                                      F-27
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                                  FOR THE YEAR ENDED DECEMBER 31, 1999
                                                                     ------------------------------------------------------------
                                                                                                                     CONSOLIDATED
                                                                        ANTEON                          NON-           ANTEON
                       CONDENSED CONSOLIDATED                       INTERNATIONAL   GUARANTOR        GUARANTOR      INTERNATIONAL
                      STATEMENTS OF CASH FLOWS                       CORPORATION   SUBSIDIARIES     SUBSIDIARIES     CORPORATION
          -------------------------------------------------         -------------  -------------  ---------------  --------------
                          (in thousands)
<S>                                                                  <C>                <C>              <C>           <C>
          Net income (loss)                                          $  (7,344)         6,934            237           (173)
          Adjustments to reconcile net income (loss) to
            net cash provided by (used in) operating activities:
              Extraordinary loss                                           772             --             --            772
              Gains on sale of investments                              (2,869)             8            (20)        (2,881)
              Gains on disposals of property and equipment                  --            (67)            --            (67)
              Depreciation and amortization of property
                and equipment                                              930          2,671             22          3,623
              Goodwill amortization                                      3,440             --             --          3,440
              Amortization of noncompete agreements                        909             --             --            909
              Amortization of deferred financing fees                      692             --             --            692
              Deferred income taxes                                      1,737          1,805             36          3,578
              Minority interest in earnings of subsidiaries                 --             40             --             40
              Changes in assets and liabilities, net of
                acquired assets and liabilities                         10,450         (8,935)           117          1,632
                                                                     ---------      ---------      ---------      ---------
                         Net cash provided by (used in)
                             operating activities                        8,717          2,456            392         11,565
                                                                     ---------      ---------      ---------      ---------

              Cash flows from investing activities:
                Purchases of property and equipment                     (2,194)        (2,513)           (54)        (4,761)
                Acquisitions, net of cash acquired                    (115,586)            --             --       (115,586)
                Proceeds from sales of investments                      11,491             --             --         11,491
                Purchases of investments                                (3,040)            --             --         (3,040)
                Other, net                                                 224             --             --            224
                                                                     ---------      ---------      ---------      ---------
                         Net cash provided by (used in)
                             investing activities                     (109,105)        (2,513)           (54)      (111,672)
                                                                     ---------      ---------      ---------      ---------

              Cash flows from financing activities:
                Proceeds from bank notes payable                       132,043             --             --        132,043
                Principal payments on bank notes payable              (202,443)            --             --       (202,443)
                Payments on subordinated notes payable                      --           (173)            --           (173)
                Proceeds from Term Loan                                 60,000             --             --         60,000
                Proceeds from Revolving Facility                       208,700             --             --        208,700
                Payments on Revolving Facility                        (205,800)            --             --       (205,800)
                Proceeds from senior subordinated notes payable        100,000             --             --        100,000
                Intercompany investment                                   (962)           962             --             --
                Deferred financing costs                                (8,930)            --             --         (8,930)
                Principal payments on Techmatics obligations            (4,925)            --             --         (4,925)
                Proceeds from issuance of common stock                  22,540             --             --         22,540
                                                                     ---------      ---------      ---------      ---------
                         Net cash provided by financing
                             activities                                100,223            789             --        101,012
                                                                     ---------      ---------      ---------      ---------

              Net increase (decrease) in cash and cash
                equivalents                                               (165)           732            338            905

              Cash and cash equivalents, beginning of year                 154           (233)           235            156
                                                                     ---------      ---------      ---------      ---------

              Cash and cash equivalents, end of year                 $     (11)           499            573          1,061
                                                                     =========      =========      =========      =========
</TABLE>

                                      F-28
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999

<TABLE>
<CAPTION>

                                                                FOR THE YEAR ENDED DECEMBER 31, 1998
                                               -------------------------------------------------------------------
                                                                                                      CONSOLIDATED
                                                 ANTEON                       NON-                      ANTEON
                CONDENSED CONSOLIDATED        INTERNATIONAL  GUARANTOR     GUARANTOR    ELIMINATION  INTERNATIONAL
               STATEMENTS OF OPERATIONS        CORPORATION  SUBSIDIARIES  SUBSIDIARIES    ENTRIES     CORPORATION
          ----------------------------------  ------------- ------------  ------------  -----------  -------------
                    (in thousands)

<S>                                            <C>            <C>            <C>            <C>        <C>
          Revenues                             $186,995       60,534         2,376          (129)      249,776
          Costs of revenues                     168,210       51,279         2,007            92       221,588
                                               --------     --------      --------      --------      --------
                   Gross profit                  18,785        9,255           369          (221)       28,188

          Total operating expenses               11,748        5,873           345          (221)       17,745
                                               --------     --------      --------      --------      --------
                   Operating income               7,037        3,382            24            --        10,443

          Interest expense (income), net          5,637          (13)          (27)           --         5,597
          Minority interest in earnings of
              subsidiaries                           --           25            --            --            25
                                               --------     --------      --------      --------      --------
                   Income before provision
                       for income taxes           1,400        3,370            51            --         4,821

          Provision for income taxes                677        1,663            13            --         2,353
                                               --------     --------      --------      --------      --------
                   Net income                  $    723        1,707            38            --         2,468
                                               ========     ========      ========      ========      ========
</TABLE>






                                      F-29
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                  FOR THE YEAR ENDED DECEMBER 31, 1998
                                                      ----------------------------------------------------------
                                                                                                   CONSOLIDATED
                                                         ANTEON                                       ANTEON
          CONDENSED CONSOLIDATED                      INTERNATIONAL   GUARANTOR     NON-GUARANTOR  INTERNATIONAL
          STATEMENTS OF CASH FLOW                     CORPORATION    SUBSIDIARIES   SUBSIDIARIES   CORPORATION
-----------------------------------------------       -------------  ------------   -------------  -------------
              (in thousands)
<S>                                                   <C>                <C>               <C>       <C>
Net income                                            $     723          1,707             38          2,468
Adjustments to reconcile net income to net
  cash provided by (used in) operating
  activities:
  Depreciation and amortization of
    property and equipment                                  898            877             62          1,837
  Goodwill amortization                                   1,814             --             --          1,814
  Amortization of noncompete agreements                     530             --             --            530
  Amortization of deferred financing fees
    and contract costs                                    1,420             --             --          1,420
  Inventory obsolence reserve                               500             --             --            500
  Deferred income taxes                                   2,501             --             --          2,501
  Minority interest in earnings of subsidiaries              --             25             --             25
  Changes in assets and liabilities, net
    of assets and liabilities acquired                  (15,737)        (3,669)           (29)       (19,435)
                                                      ---------      ---------      ---------      ---------
         Net cash provided by (used in)
           operating activities                          (7,351)        (1,060)            71         (8,340)
                                                      ---------      ---------      ---------      ---------

Cash flows from investing activities:
  Purchases of property and equipment                    (1,402)          (609)           (78)        (2,089)
  Acquisition of Techmatics, net of cash acquired       (28,457)           845             --        (27,612)
  Purchases of investments                               (5,574)            --             --         (5,574)
  Other, net                                               (113)            --             --           (113)
                                                      ---------      ---------      ---------      ---------
         Net cash provided by (used in)
           investing activities                         (35,546)           236            (78)       (35,388)
                                                      ---------      ---------      ---------      ---------

Cash flows from financing activities:
  Proceeds from bank notes payable                      278,500             --             --        278,500
  Principal payments on bank notes payable             (232,200)            --             --       (232,200)
  Principal payments on Techmatics obligations           (2,075)            --             --         (2,075)
  Initial capitalization of Vector Korea                   (195)            --            195             --
  Initial capitalization of Vector Australia                (30)            --             30             --
  Proceeds from issuance of common stock                     22             --             --             22
  Deferred financing costs                               (1,015)            --             --         (1,015)
                                                      ---------      ---------      ---------      ---------
         Net cash provided by financing activities       43,007             --            225         43,232
                                                      ---------      ---------      ---------      ---------

Net increase (decrease) in cash and cash
  equivalents                                               110           (824)           218           (496)

Cash and cash equivalents, beginning of year                 44            591             17            652
                                                      ---------      ---------      ---------      ---------


Cash and cash equivalents, end of year                $     154           (233)           235            156
                                                      =========      =========      =========      =========
</TABLE>


                                      F-30
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999



(14)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)


         The following summarizes the unaudited quarterly results of operations
         for the years ended December 31, 2000, 1999 and 1998 (in thousands):

<TABLE>
<CAPTION>

          QUARTER ENDED:                        MARCH 31      JUNE 30      SEPTEMBER 30     DECEMBER 31       TOTAL
                                              ------------  -----------  ---------------  ---------------  -----------

<S>                                           <C>               <C>              <C>              <C>          <C>
          2000
              Revenues                        $    125,700      130,284          134,088          152,735      542,807
              Operating income                       5,673        4,625            5,403            5,337       21,038
              Net income (loss)                        131         (318)          (1,539)          (1,183)      (2,909)

          1999
              Revenues                        $     72,557       72,936          125,708          129,649      400,850
              Operating income                       3,377        3,465            5,555            2,933       15,330
              Income (loss) before
                extraordinary loss                     555           16            1,362           (1,643)         290
              Net Income (loss)                        555         (447)           1,362           (1,643)        (173)
</TABLE>


         During the fourth quarter of 2000, the Company acquired Sherikon (note
         3(d)). At the end of the second quarter of 1999, the Company acquired
         A&T (note 3(b)).

(15)     SEGMENT REPORTING

         The Company has adopted Statement of Financial Accounting Standards No.
         131 ("SFAS No. 131"), DISCLOSURE ABOUT SEGMENTS OF AN ENTERPRISE AND
         RELATED INFORMATION. SFAS No. 131 establishes annual and interim
         reporting standards for an enterprise's operating segments.

         Based on its organization, the Company reports two business segments:
         the Company's government contracting business and the Company's
         commercial custom training and performance solutions group (Interactive
         Media). Although the Company is organized by strategic business unit,
         the Company considers each of its government contracting units to have
         similar economic characteristics, provide similar types of services,
         and have a similar customer base. Accordingly, the Company's government
         contracting segment aggregates the operations of Anteon, Vector,
         Techmatics, A&T and Sherikon.

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



                                      F-31
<PAGE>

                      ANTEON INTERNATIONAL CORPORATION AND
                  SUBSIDIARIES (a majority-owned subsidiary of
                           Azimuth Technologies, Inc.)

                   Notes to Consolidated Financial Statements

                           December 31, 2000 and 1999


         The following table presents information about the Company's segments
         as of and for the years ended December 31, 2000 and December 31, 1999.
         During 1998, the Company operated in one segment, government
         contracting. Interactive Media results include the period from the date
         of acquisition of A&T (June 23, 1999).

<TABLE>
<CAPTION>

                            AS OF AND
                        FOR THE YEAR ENDED                   GOVERNMENT     INTERACTIVE
                        DECEMBER 31, 2000                    CONTRACTING       MEDIA       ELIMINATIONS   CONSOLIDATED
          -----------------------------------------------    -----------    -----------    ------------   ------------
                          (in thousands)

<S>                                                          <C>              <C>              <C>         <C>
          Total assets                                       $ 313,204          8,322             --        321,526
                                                             =========      =========      =========      =========

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

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

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

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

              Other income                                                                                $      --
              Interest expense, net                                                                          22,746
              Minority interest in losses of subsidiaries                                                       (24)
                                                                                                          ---------

              Income (loss) before income taxes                                                              (1,684)

              Income taxes                                                                                    1,225
                                                                                                          ---------

              Net loss                                                                                    $  (2,909)
                                                                                                          =========

<CAPTION>

                            AS OF AND
                        FOR THE YEAR ENDED                   GOVERNMENT     INTERACTIVE
                        DECEMBER 31, 1999                    CONTRACTING       MEDIA       ELIMINATIONS   CONSOLIDATED
          -----------------------------------------------    -----------    -----------    ------------   ------------
                          (in thousands)

          Total assets                                       $ 279,677          5,499             --        285,176
                                                             =========      =========      =========      =========

          Sales to unaffiliated customers                    $ 389,127         11,723             --        400,850

          Intersegment sales                                       297             97           (394)            --
                                                             ---------      ---------      ---------      ---------

                                                               389,424         11,820           (394)       400,850
                                                             =========      =========      =========      =========

          Operating income, net                              $  14,319          1,011             --         15,330
                                                                                                          ---------
              Other income                                                                                $  (2,585)
              Interest expense, net                                                                          16,042
              Minority interest earnings of
                subsidiaries                                                                                     40
                                                                                                          ---------

              Income before income taxes and
                extraordinary loss                                                                            1,833

              Income taxes                                                                                    1,543
              Extraordinary loss, net of taxes                                                                  463
                                                                                                          ---------

              Net loss                                                                                    $    (173)
                                                                                                          =========
</TABLE>



                                      F-32
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

         The Board of Directors and Stockholders
         Anteon International Corporation and subsidiaries:

         Under date of February 24, 2001, we reported on the consolidated
         balance sheets of Anteon International Corporation and subsidiaries as
         of December 31, 2000 and 1999, and the related consolidated statements
         of operations, stockholders' equity, and cash flows for each of the
         years in the three-year period ended December 31, 2000, as contained in
         the Company's annual report on Form 10-K for the year 2000. In
         connection with our audits of the aforementioned consolidated financial
         statements, we also audited the related consolidated financial
         statement schedule as listed in the accompanying index. This
         consolidated financial statement schedule is the responsibility of the
         Company's management. Our responsibility is to express an opinion on
         this consolidated financial statement schedule based on our audits.

         In our opinion, such consolidated financial statement schedule, when
         considered in relation to the basic consolidated financial statements
         taken as a whole, presents fairly, in all material respects, the
         information set forth therein.


                                                                        KPMG LLP

         McLean, Virginia
         February 24, 2001

                                       S-1

<PAGE>

                Anteon International Corporation and Subsidiaries

                 Schedule II - Valuation and Qualifying Accounts

                                 (in thousands)


<TABLE>
<CAPTION>

                                                                            Additions
                                                                   -------------------------
                                                     Balance at     Charged to    Charged to
                                                    beginning of    costs and       other                        Balance at end
                                                       period       expenses       accounts*     Deductions        of period
                                                    ------------   -----------    ----------     ----------      ---------------
<S>                                                 <C>            <C>            <C>            <C>             <C>
YEAR ENDED DECEMBER 31, 1998

      Allowance for doubtful accounts               $ 3,994        $    --        $   840        $(1,375)        $ 3,459
      Deferred tax asset valuation allowance             --             --             --             --              --

YEAR ENDED DECEMBER 31, 1999

      Allowance for doubtful accounts                 3,459            826            612           (696)          4,201
      Deferred tax asset valuation allowance             --             --             --             --              --

YEAR ENDED DECEMBER 31, 2000

      Allowance for doubtful accounts                 4,201            108          1,778         (1,739)          4,348
      Deferred tax asset valuation allowance             --            295             --             --             295
</TABLE>

* Represents amounts recognized from acquired companies.


                                       S-2

<PAGE>


                                   SIGNATURES



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



                                       Anteon Corporation


                                       By: ________________
                                           Joseph M. Kampf
                                           President and Chief Executive Officer

Date:    March 30, 2001

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

<TABLE>
<CAPTION>

          NAME                          TITLE                                    DATE
          ----                          -----                                    ----
<S>                        <C>                                                 <C>
/s/ JOSEPH M. KAMPF        President and Chief Executive Officer
-------------------
     Joseph M. Kampf       and Director                                        March 30, 2001
                           (Principal Executive Officer)

/s/ CARLTON B. CRENSHAW    Senior Vice President and Chief Financial
-----------------------
   Carlton B. Crenshaw     Officer                                             March 30, 2001
                           (Principal Financial and Accounting Officer)

/s/ FREDERICK J. ISEMAN    Chairman of the Board and Director                  March 30, 2001
-----------------------
   Frederick J. Iseman

/s/ THOMAS M. COGBURN      Director                                            March 30, 2001
---------------------
   Thomas M. Cogburn

/s/ GILBERT F. DECKER      Director                                            March 30, 2001
---------------------
   Gilbert F. Decker

/s/ ROBERT A. FERRIS       Director                                            March 30, 2001
--------------------
   Robert A. Ferris

/s/ PAUL KAMINSKI          Director                                            March 30, 2001
-----------------
   Paul Kaminski

/s/ STEVEN M. LEFKOWITZ    Director                                            March 30, 2001
-----------------------
   Steven M. Lefkowitz

/s/ JOSEPH MAURELLI        Director                                            March 30, 2001
-------------------
   Joseph Maurelli
</TABLE>

<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

EXHIBIT                         DESCRIPTION                                            PAGE
-------                         -----------                                            ----
<S>      <C>                                                                            <C>
2.1      Agreement and Plan of Merger, dated as of March 7, 1999, by and among
         the Company, Buffalo Acquisition Corporation and Analysis & Technology,
         Inc. (incorporated by reference to Exhibit Z to A&T's Current Report on
         Form 8-K filed on March 9, 1999 (Commission File No. 0-14161)).

3.1      Articles of Incorporation (incorporated by reference to Exhibit 3.1 to
         the Company's Registration Statement on Form S-4 filed on August 9,
         1999 (Commission File No. 333-84835)).

3.2      By-laws (incorporated by reference to Exhibit 3.2 to the Company's
         Registration Statement on Form S-4 filed on August 9, 1999 (Commission
         File No. 333-84835)).

3.3      Articles of Amendment, dated as of August 22, 2000, to the Articles of
         Incorporation of the Company. (To be filed by Amendment).

3.4      Articles of Amendment, dated as of December 26, 2000, to the Articles
         of Incorporation of the Company. (To be filed by Amendment).

4.1      Indenture, dated as of May 11, 1999, by and among The Company,
         Vector Data Systems, Inc., Techmatics, Inc. and IBJ Whitehall Bank &
         Trust Company, as trustee (incorporated by reference to Exhibit 4.1
         to the Company'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.
         (To be filed by Amendment).

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. (To be filed by Amendment).

4.4      Third Supplemental Indenture, dated as of October 20, 2000, among
         Anteon Corporation, Sherikon, Inc. and The Bank of New York,
         as trustee. (To be filed by Amendment).

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.
         (To be filed by Amendment).

10.1     Stock Purchase Agreement, dated August 29, 1997, by and among the
         Company, Vector Data Systems, Inc. and the shareholders of Vector Data
         Systems, Inc. signatories thereto (incorporated by reference to Exhibit
         10.1 to the Company's Registration Statement on Form S-4 filed on
         August 9, 1999 (Commission File No. 333-84835)).

10.2     Agreement and Plan of Merger, dated May 13, 1998, by and among the
         Company, TM Acquisition Corp., Techmatics, Inc. and certain
         shareholders of Techmatics, Inc. signatories thereto (incorporated by
         reference to Exhibit 10.2 to the Company's Registration Statement on
         Form S-4 filed on August 9, 1999 (Commission File No. 333-84835)).

10.3     Purchase Agreement, dated May 6, 1999, by and among the Company, Vector
         Data Systems, Inc., Techmatics, Inc., and Credit Suisse First Boston
         Corporation, Deutsche Bank Securities Inc. and Legg Mason Wood Walker,
         Incorporated, as initial purchasers (incorporated by reference to
         Exhibit 10.3 to the Company's Registration Statement on Form S-4 filed
         on August 9, 1999 (Commission File No. 333-84835)).

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

10.5     Pledge Agreement, dated as of June 23, 1999, among the Company, Azimuth
         Technologies, Inc., Analysis & Technology, Inc., Interactive Media
         Corp., Techmatics, Inc., Vector Data Systems, Inc. and Mellon Bank,
         N.A. (incorporated by reference to Exhibit 10.5 to the Company's
         Registration Statement on Form S-4 filed on August 9, 1999 (Commission
         File No. 333-84835)).

10.6     Indemnity, Subrogation and Contribution Agreement, dated as of June 23,
         1999, among the Company, Analysis & Technology, Inc., Interactive Media
         Corp., Techmatics, Inc., Vector Data Systems, Inc. and Mellon Bank,
         N.A. (incorporated by reference to Exhibit 10.6 to the Company's
         Registration Statement on Form S-4 filed on August 9, 1999 (Commission
         File No. 333-84835)).

10.7     Subsidiary Guarantee Agreement, dated as of June 23, 1999, among
         Analysis & Technology, Inc., Interactive Media Corp., Techmatics, Inc.,
         Vector Data Systems, Inc. and Mellon Bank, N.A. (incorporated by
         reference to Exhibit 10.7 to the Company's Registration Statement on
         Form S-4 filed on August 9, 1999 (Commission File No. 333-84835)).

10.8     Security Agreement, dated as of June 23, 1999, among the Company,
         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 the Company's Registration Statement on
         Form S-4 filed on August 9, 1999 (Commission File No. 333-84835)).

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

10.10    Company Amended and Restated Omnibus Stock Plan (incorporated by
         reference to Exhibit 10.10 to the Company's Registration Statement on
         Form S-4 filed on August 9, 1999 (Commission File No. 333-84835)).

10.11    Stock Purchase Agreement, by and among the Company, Sherikon, Inc.
         and the shareholders of Sherikon, Inc., dated as of October 20, 2000
         (incorporated by reference to Exhibit 2 to the Company's Current
         Report on Form 8-K filed on November 6, 2000 (Commission File No.
         333-84835)).

21.1     Subsidiaries of the Company (incorporated by reference to Exhibit 21.1
         to the Company's Registration Statement on Form S-4 filed on August 9,
         1999 (Commission File No. 333-84835)).
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