Independent Auditors' Report



The Board of Directors
Anteon International Corporation and subsidiaries:


We  have  audited  the  accompanying   consolidated  balance  sheets  of  Anteon
International  Corporation  (a  Delaware  Corporation)  and  subsidiaries  as of
December  31,  2003  and  2002,  and  the  related  consolidated  statements  of
operations,  stockholders' equity (deficit) and comprehensive income (loss), and
cash flows for each of the years in the  three-year  period  ended  December 31,
2003. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Anteon International
Corporation and  subsidiaries,  as of December 31, 2003 and 2002 and the results
of their operations and their cash flows for each of the years in the three-year
period  ended  December 31,  2003,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

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

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

As discussed in note 2(r) to the consolidated  financial  statements,  effective
January 1, 2003, the Company adopted SFAS No. 145, Rescission of FASB Statements
No. 4, 44, and 64, Amendment to FASB Statement 13 and Technical Corrections.

.




McLean, Virginia                                                        KPMG LLP
February 17, 2004