8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported):   March 15, 2004 (March 10, 2004)

American Management Systems, Incorporated

(Exact name of registrant as specified in its charter)

Delaware	0-9233	54-0856778
(State or other	(Commission File	(I.R.S. Employer
jurisdiction of	Number)	Identification
Incorporation)		Number)

4050 Legato Road, Fairfax, Virginia, 22033

(Address of principal executive offices) (Zip Code)

(703) 267-8000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Item 5.

     On March 10, 2004, American Management Systems, Incorporated (the “Corporation”) announced its approval of an Agreement and Plan of Merger, dated as of March 10, 2004 (the “Merger Agreement”), with CGI Group Inc., a corporation organized under the laws of Québec (“Parent”), and CGI Virginia Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides for the commencement by Merger Sub of a tender offer to purchase all of the issued and outstanding shares of the Corporation’s common stock, par value $.01 per share (the “Shares”), at a price of $19.40 per share (the “Offer Price”), net to the selling shareholders in cash, without interest subject to the satisfaction of the conditions set forth in the Merger Agreement (the “Tender Offer”) and following the purchase of the Shares pursuant to the Tender Offer, a merger (the “Merger”) of Merger Sub into the Corporation. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Share, other than Shares as to which dissenters’ rights have been duly asserted, perfected and not subsequently forfeited, under the Delaware General Corporation Law, will be converted into the right to receive $19.40 per share in cash, without interest (the “Merger Consideration”).

     The Merger Agreement also contains a number of representations, warranties and covenants by the parties. The Tender Offer and the Merger are subject to a number of conditions, including: 1) at least a majority of the number of Shares outstanding on a fully-diluted basis being tendered to Merger Sub; 2) the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (“HSR”), the Exon-Florio Amendment to Section 721 of the Defense Production Act of 1950 (“Exon-Florio”) and the competition laws of Germany; and 3) consummation of the sale of the Corporation’s Defense and Intelligence Group (“DIG”), as more fully described below. The Merger Agreement may be terminated under certain circumstances as set forth in the Merger Agreement.

     On March 10, 2004, the Corporation amended its Rights Agreement, dated as of July 31, 1998, between the Corporation and Chasemellon Shareholder Services L.L.C., as Rights Agent (the “Rights Agreement”), to provide that the provisions of the Rights Agreement would not be triggered by the execution and delivery of the Merger Agreement, the consummation of, and purchase of Shares pursuant to, the Tender Offer or the consummation of the Merger.

     On March 10, 2004, the Corporation also announced its approval of an Asset Purchase Agreement, dated as of March 10, 2004 (the “Purchase Agreement”), by and among CACI International Inc, a Delaware corporation (“CACI”), CACI, INC – FEDERAL, a Delaware corporation and wholly-owned subsidiary of CACI (“Federal”), Dagger Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Federal (“Acquisition Sub”), the Corporation and Parent. The Purchase Agreement provides for the acquisition by Acquisition Sub of certain assets and the assignment to Acquisition Sub of certain liabilities associated with DIG immediately upon the satisfaction of the conditions to the Tender Offer and Parent having taken up and become unconditionally obligated to pay for the shares of common stock of the Corporation tendered to Parent in the Tender Offer. The Corporation will receive approximately $415 million from the acquisition. The Purchase Agreement contains a number of representations, warranties and covenants by the parties. The Purchase Agreement is subject to a number of conditions, including: 1) confirmation that Parent shall have taken up and become unconditionally obligated to pay for the shares of common stock in the Corporation tendered to Parent in the Tender Offer; and 2) the expiration or termination of any applicable waiting periods under HSR and Exon-Florio, and may be terminated under certain circumstances as provided in the Purchase Agreement.

     On March 10, 2004, the Corporation, CACI, Federal, Acquisition Sub and Parent also entered into an Intellectual Property Agreement providing for the ownership and license of the Corporation’s intellectual property upon consummation of the sale of DIG pursuant to the Purchase Agreement.

     The Merger Agreement, the Amendment to the Rights Agreement, the Purchase Agreement and the Intellectual Property Agreement are filed as exhibits to this report and are incorporated by reference herein. The descriptions of the Merger Agreement, Rights Agreement, the Purchase Agreement and the Intellectual Property Agreement set forth above do not purport to be complete and are qualified in their entirety by reference to the provisions of each such agreement.

NOTICE FOR CORPORATION’S SHAREHOLDERS AND INTERESTED PARTIES.

     This announcement is neither an offer to purchase nor a solicitation of an offer to sell Corporation shares. The Tender Offer will only be made through an offer to purchase, letter of transmittal and related tender offer materials. At the time the expected tender offer is commenced, Parent will file these tender offer materials with the Securities and Exchange Commission (“SEC”) and the Corporation will file a solicitation/recommendation statement with respect to the offer. The Corporation’s security holders should read these materials carefully before making any decisions about the tender offer. The tender offer materials, certain other offer materials, and the solicitation/recommendation statement will be sent free of charge to all shareholders of the Corporation. Investors may also contact the Corporation or Parent. for these materials. All of these materials will be available free of charge at the SEC’s website www.sec.gov.

Item 7.	Financial Statements and Exhibits.
(c)     Exhibits
The following exhibits are filed as part of this report:
Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of March 10, 2004, by and among, Parent, Merger Sub and the Corporation.
2.2	Asset Purchase Agreement, dated as of March 10, 2004, by and among CACI, Federal, Acquisition Sub, the Corporation and Parent.
4.1	First Amendment to the Rights Agreement, dated as of March 10, 2004.
10.1	Intellectual Property Agreement, dated as of March 10, 2004, by and among the Corporation, CACI, Federal, Acquisition Sub and Parent.
99.1	Press Release, dated March 10, 2004.
Item 9.	Regulation FD Disclosure.

     On March 10, 2004, the Corporation, Parent and CACI issued a joint press release announcing that (i) the Corporation, Parent and Merger Sub approved the Merger Agreement and (ii) the Corporation, Parent, CACI, Federal and Acquisition Sub approved the Purchase Agreement. The Corporation is furnishing this press release as Exhibit 99.1 to this report.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

                                                                              AMERICAN MANAGEMENT SYSTEMS, INCORPORATED

By:	/s/ David R. Fontaine
Name:	David R. Fontaine
Title:	Executive Vice President, General Counsel and Secretary

Date: March 15, 2004

  EX-2.1 3 w95167exv2w1.htm AGREEMENT AND PLAN OF MERGER, DATED MARCH 10, 2004

EXHIBIT 2.1
EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

by and among

CGI GROUP INC.,

CGI VIRGINIA CORPORATION

and

AMERICAN MANAGEMENT SYSTEMS, INCORPORATED

Dated as of March 10, 2004

TABLE OF CONTENTS

	Page
ARTICLE I THE OFFER		2
Section 1.1 The Offer		2
Section 1.2 Company Actions		4
Section 1.3 Directors of the Company		5
ARTICLE II THE MERGER		7
Section 2.1 The Merger		7
Section 2.2 Effective Time; Closing		7
Section 2.3 Effect of the Merger		7
Section 2.4 Certificate of Incorporation and Bylaws		7
Section 2.5 Directors and Officers		7
Section 2.6 Conversion of Shares		8
Section 2.7 Exchange of Certificates		9
Section 2.8 Dissenting Shares		10
Section 2.9 Stockholders’ Meeting; Proxy/Information Statement		11
Section 2.10 Further Action		13
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY		13
Section 3.1 Organization; Standing; Charter Documents; Subsidiaries		14
Section 3.2 Capital Structure		15
Section 3.3 Authority; Non-Contravention; Necessary Consents		16
Section 3.4 SEC Filings; Financial Statements		18
Section 3.5 Absence of Certain Changes or Events		19
Section 3.6 Brokers’ and Finders’ Fees		20
Section 3.7 Disclosure		20
Section 3.8 Fairness Opinion		20
Section 3.9 Takeover Statutes		20
Section 3.10 Absence of Questionable Payments		20
Section 3.11 Rights Agreement		21
Section 3.12 Representations Complete		21
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB		21
Section 4.1 Organization; Standing; Charter Documents; Subsidiaries		22
Section 4.2 Authority; Non-Contravention; Necessary Consents		22
Section 4.3 Disclosure		23
Section 4.4 Sufficient Funds		24
ARTICLE V CONDUCT PRIOR TO THE EFFECTIVE TIME		24
Section 5.1 Conduct of Business by the Company		24
ARTICLE VI ADDITIONAL AGREEMENTS		28
Section 6.1 Acquisition Proposals		28
Section 6.2 Confidentiality; Access to Information; No Modification of Representations, Warranties or Covenants		32
Section 6.3 Public Disclosure		32
Section 6.4 Regulatory Filings; Best Efforts		33
Section 6.5 Notification of Certain Matters		35

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	Page
Section 6.6 Third-Party Consents		35
Section 6.7 Equity Awards and Employee Benefits		35
Section 6.8 Indemnification		37
Section 6.9 Conveyance Taxes		38
Section 6.10 Loan of DIG Gross Proceeds to Parent		38
ARTICLE VII CONDITIONS TO THE MERGER		39
Section 7.1 Conditions to the Obligations of Each Party to Effect the Merger		39
Section 7.2 No Other Conditions		39
ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER		40
Section 8.1 Termination		40
Section 8.2 Notice of Termination; Effect of Termination		41
Section 8.3 Fees and Expenses		42
Section 8.4 Amendment		43
Section 8.5 Extension; Waiver		44
ARTICLE IX GENERAL PROVISIONS		44
Section 9.1 Non-Survival of Representations and Warranties		44
Section 9.2 Notices		44
Section 9.3 Interpretation; Certain Definitions		45
Section 9.4 Counterparts		47
Section 9.5 Entire Agreement; Third-Party Beneficiaries		48
Section 9.6 Severability		48
Section 9.7 Other Remedies; Specific Performance		48
Section 9.8 Governing Law		48
Section 9.9 Rules of Construction		48
Section 9.10 Assignment		49
Section 9.11 Consent to Jurisdiction; Waiver of Trial by Jury		49

ANNEX A            Conditions to the Offer

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AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 10, 2004, by and among CGI Group Inc., a corporation organized under the laws of the province of Québec (the “Parent”), CGI Virginia Corporation, a Delaware corporation and a wholly-owned subsidiary of the Parent (the “Merger Sub”), and American Management Systems, Incorporated, a Delaware corporation (the “Company”).

RECITALS

     WHEREAS, the respective Boards of Directors of the Parent, the Merger Sub and the Company have deemed it advisable and in the best interests of their respective corporations and stockholders that the Parent and the Company consummate the business combination and other transactions provided for herein;

     WHEREAS, it is intended that the business combination be accomplished upon the terms and subject to the conditions set forth in this Agreement, by the Merger Sub commencing a cash tender offer (as such offer may be amended from time to time, the “Offer”) for all of the outstanding shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) upon the terms and subject to the conditions set forth in this Agreement (the shares of Company Common Stock subject to the Offer are hereinafter referred to as the “Shares”) in an amount of $19.40 per Share (the “Offer Consideration”) to be followed by the Merger (as defined in Section 2.1);

     WHEREAS, the respective Boards of Directors of the Parent, the Merger Sub and the Company have approved the Offer and have declared the advisability of, adopted and approved, in accordance with the General Corporation Law of the State of Delaware (“DGCL”), this Agreement and the transactions contemplated hereby, including the Merger;

     WHEREAS, subject to the terms of this Agreement, the Board of Directors of the Company has resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares in the Offer, adopt this Agreement and approve the Merger;

     WHEREAS, the Parent, as the sole stockholder of the Merger Sub, has approved the Offer and, immediately after the execution and delivery of this Agreement, will approve and adopt this Agreement and approve the Merger;

     WHEREAS, simultaneously with the execution and delivery of this Agreement, and as a condition to the Parent’s and the Merger Sub’s willingness to enter into this Agreement, certain officers and directors of the Company are entering into separate voting agreements (the “Stockholder Tender and Voting Agreements”), pursuant to which such individuals are agreeing, among other things, to tender their Shares in the Offer and to grant the Parent a proxy to vote their respective shares of Company Common Stock in favor of the Merger, upon the terms and subject to the conditions set forth therein; and

     WHEREAS, the Parent, the Merger Sub and the Company desire to make certain representations, warranties and agreements in connection with the Offer and the Merger and also to prescribe certain conditions to the Offer and the Merger.

     NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

THE OFFER

          Section 1.1 The Offer.

               (a) Provided that this Agreement shall not have been terminated and none of the events set forth in Section (a) through (i) of Annex A attached hereto and made a part hereof (“Annex A”) shall have occurred and be continuing (and shall not have been waived by the Merger Sub), the Merger Sub shall, and the Parent shall cause the Merger Sub to, commence (within the meaning of Rule 14d-2 of the Exchange Act (as defined in Section 2.9(a)(ii))) the Offer as promptly as reasonably practicable after the date hereof. The obligation of the Merger Sub to accept for payment and pay for the Shares tendered pursuant to the Offer shall be subject only to the satisfaction of the condition that there be validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which represents at least a majority of the then outstanding Shares on a fully-diluted basis (taking into account all Shares issued and outstanding as of the expiration of the Offer and all additional Shares that would be issued and outstanding if all vested options, warrants or rights to purchase Shares at a price per Share less than the Offer Consideration were exercised) (the “Minimum Condition”) and to the satisfaction or waiver by the Merger Sub of the other conditions set forth in Annex A (the Minimum Condition and the conditions set forth in Annex A collectively, the “Offer Conditions”). The Company agrees that no Shares held by the Company or any of its Subsidiaries (as defined in Section 3.1(a)) will be tendered to the Merger Sub pursuant to the Offer. The Merger Sub expressly reserves the right to waive in whole or in part any of the Offer Conditions (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any other changes in the terms of the Offer; provided, however, that no change may be made without the prior written consent of the Company which decreases the price per Share payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, changes the form of consideration to be paid in the Offer, imposes conditions to the Offer in addition to the conditions set forth in Annex A, waives or changes the Minimum Condition or makes any other change in the terms and conditions of the Offer that is in any manner adverse to the holders of Shares or, except as provided below, extends the Offer. Subject to the terms of the Offer and this Agreement and the satisfaction of the Minimum Condition and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex A as of any expiration date of the Offer, the Merger Sub shall accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as it is

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permitted to do so under applicable Legal Requirements (as defined in Section 3.2(d)). The scheduled expiration date of the Offer shall initially be 20 Business Days (as defined in Section 9.3(e)) following the date of commencement of the Offer (counting for such purposes the day the Offer is commenced as the first day of such period), and the Offer shall be extended until such time as the Offer Conditions are satisfied or, to the extent permitted by this Agreement, waived; provided, however, that the scheduled expiration date of the Offer shall not be extended beyond 75 calendar days following the date of commencement of the Offer (counting for such purposes the day the Offer is commenced as the first day of such period) without the mutual written consent of the Company and the Merger Sub (such date as may be so extended, the “Outside Offer Date”). Notwithstanding the foregoing, the Merger Sub may, without the consent of the Company, (i) extend the Offer for any period required by any rule, regulation or interpretation of the United States Securities and Exchange Commission (the “SEC”), the staff thereof or the Nasdaq National Market (“NASDAQ”) applicable to the Offer (but in no event beyond the Outside Offer Date) or (ii) provide for one or more “subsequent offering periods” of up to an additional 20 Business Days in the aggregate in accordance with and to the extent permitted by Rule 14d-11 under the Exchange Act. Parent and Merger Sub shall not terminate the Offer prior to any scheduled expiration date (as the same may be extended or required to be extended) without the written consent of the Company except in the event that Parent and Merger Sub terminate this Agreement pursuant to Section 8.1. At the time that the Merger Sub becomes obligated to accept for payment and pay for Shares pursuant to the Offer, the Parent shall provide or cause to be provided to the Merger Sub the funds necessary to pay for all Shares that the Merger Sub becomes so obligated to accept for payment and pay for pursuant to the Offer. The Offer Consideration shall, subject to any required withholding of Taxes (as defined in Section 9.3(h)), be net to the seller in cash, upon the terms and subject to the conditions of the Offer.

               (b) On the date of the commencement of the Offer, the Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (together with all exhibits, amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain or incorporate by reference an offer to purchase and forms of the related letter of transmittal and all other ancillary Offer documents (collectively, together with all amendments and supplements thereto, the “Offer Documents”). The Parent and the Merger Sub shall cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. The Parent and the Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and the Merger Sub will cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws and the DGCL. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO before it is filed with the SEC. In addition, the Parent and the Merger Sub agree to provide the Company and its counsel with any comments, whether written or oral, that the Parent or the Merger Sub or either of their counsel may receive from time to time from the SEC or its staff with respect to the

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Schedule TO promptly after the receipt of such comments and to consult with the Company and its counsel prior to responding to any such comments (and provide the Company and its counsel with copies of any such written response and telephonic notification of any such verbal response). If the Offer is terminated or withdrawn by the Merger Sub, the Parent and the Merger Sub shall promptly use their respective best efforts to cause the Paying Agent to cause all tendered Shares to be returned to the registered holders of the Shares represented by the certificate or certificates surrendered to the Paying Agent (as defined in Section 2.7(a)).

          Section 1.2 Company Actions.

               (a) The Company represents and warrants that the Company’s Board of Directors, by resolutions adopted by unanimous vote at a meeting of all directors called, has duly (i) determined that the terms of this Agreement, the Offer and the Merger are fair to and in the best interests of the stockholders of the Company, (ii) declared the advisability of, approved and adopted this Agreement and approved and adopted the transactions contemplated hereby, including the Merger, (iii) approved the Stockholder Tender and Voting Agreement and (iv) resolved to recommend that (A) the stockholders of the Company accept the Offer, tender their Shares to the Merger Sub thereunder and, if required by Legal Requirements, adopt this Agreement and approve the Merger and (B) this Agreement be submitted to the Company’s stockholders for adoption at the Company Stockholder Meeting (as defined in Section 2.9(a)(i)) to the extent required under the DGCL. Subject to Section 6.1(e), the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company’s Board of Directors described in this Section 1.2(a).

               (b) As promptly as practicable after the commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all exhibits, amendments and supplements thereto, the “Schedule 14D-9”) which shall contain the recommendation referred to in clause (iv) of Section 1.2(a) hereof (subject to Section 6.1(e)). The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be disseminated to holders of the Shares as and to the extent required by applicable federal securities laws. The Company, on the one hand, and each of the Parent and the Merger Sub, on the other hand, will promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company will cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide the Parent, the Merger Sub and their counsel with any comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and to consult with the Parent, the Merger Sub and their counsel prior to responding to any such comments (and provide the Parent, the Merger Sub and their counsel with copies of any such written response and telephonic notification of any such verbal response).

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               (c) The Company shall promptly furnish the Merger Sub with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Shares to the extent in possession of the Company or the transfer agent for the Shares. The Company shall furnish the Merger Sub with such additional information, including updated listings and computer files of the stockholders of the Company, mailing labels and security position listings, and such other assistance as the Parent, the Merger Sub or their Representatives (as defined in Section 6.1(a)) may reasonably require in communicating the Offer to the record and beneficial holders of the Shares. Subject to the requirements of applicable Legal Requirements, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, the Parent and the Merger Sub shall hold in confidence the information contained in such labels, listings and files, shall use such information solely in connection with the Offer and the Merger, and, if this Agreement is terminated or if the Offer is otherwise terminated, shall promptly destroy, or cause to be destroyed, or deliver, or cause to be delivered, to the Company all copies of such information, labels, listings and files then in their possession or in the possession of their Representatives and shall certify in writing to the Company their compliance with this Section 1.2(c).

          Section 1.3 Directors of the Company.

               (a) Subject to compliance with applicable law, promptly upon the purchase of and payment for a number of Shares that satisfies the Minimum Condition by the Merger Sub pursuant to the Offer, the Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product obtained by multiplying the total number of directors on such Board (after giving effect to the directors designated by the Parent pursuant to this sentence) by the percentage that the number of Shares so purchased and paid for bears to the total number of Shares then outstanding. In furtherance thereof, the Company shall, upon request of the Merger Sub, promptly increase the size of its Board of Directors or exercise its reasonable commercial efforts to secure the resignations of such number of directors, or both, as is necessary to enable the Parent’s designees to be so elected or appointed to the Company’s Board of Directors and, subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, shall cause the Parent’s designees to be so elected or appointed. At such time, the Company shall, if requested by the Parent, also cause directors designated by the Parent and the Merger Sub to constitute at least the same percentage (rounded up to the next whole number) as is on the Company’s Board of Directors of each Board of Directors of each Subsidiary of the Company and committee of the Company’s Board of Directors. Notwithstanding the foregoing, if the Parent’s designees are appointed or elected to the Company’s Board of Directors hereunder, until the Effective Time the Company shall (and the Parent shall use reasonable commercial efforts to cause the Company to) have at least two members of the Company’s Board of Directors who are directors on the date hereof and who are neither officers of the Company nor designees of the Parent and who are otherwise “independent

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directors” under applicable NASDAQ rules (the “Independent Directors”); provided, however, if the number of Independent Directors shall be reduced below two for any reason whatsoever, the parties shall use their commercially reasonable efforts to cause the Board of Directors of the Company to cause the Person designated by the remaining Independent Director to be elected to fill such vacancy, which person shall be deemed to be an Independent Director for all purposes of this Agreement. If no Independent Directors then remain, the other directors of the Company then in office shall designate two Persons to fill such vacancies who will not be directors, officers, employees or affiliates of the Parent, the Merger Sub or the Company, and such persons shall be deemed to be Independent Directors for all purposes of this Agreement.

          (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to its stockholders together with the Schedule 14D-9 the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable the Parent’s designees to be elected to the Company’s Board of Directors. The Parent and the Merger Sub will supply the Company any information with respect to them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(b) are in addition to and shall not limit any rights that any of the Merger Sub, the Parent or any of their respective affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise.

          (c) Following the election or appointment of the Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2), the Company’s Board of Directors shall include at least one Independent Director and the approval of a majority of the Independent Directors shall be required to authorize any amendment of this Agreement or the Company Charter Documents (as defined in Section 3.1(b)), any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of the Merger Sub or the Parent, any waiver of any of the Company’s rights or remedies hereunder or any action as to which consent, agreement or action of the Company is required hereunder or in connection herewith; provided, however, if the foregoing provisions of this subsection are invalid or incapable of being enforced under applicable law, then neither the Parent nor the Merger Sub shall approve (either in its capacity as a stockholder or as a party to this Agreement, as applicable), and the Parent and the Merger Sub shall use their commercially reasonable efforts to prevent the occurrence of, such action unless such action shall have received the unanimous approval of the Board of Directors of the Company. The Board of Directors of the Company shall not delegate any matter covered by this Section 1.3(c) to any committee of the Board of Directors of the Company unless such committee consists only of Independent Directors.

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ARTICLE II

THE MERGER

          Section 2.1 The Merger. Subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, at the Effective Time, the Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of the Merger Sub shall cease and the Company shall continue as the surviving corporation. The Company, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the “Surviving Corporation”.

          Section 2.2 Effective Time; Closing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and the Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on or after the Closing Date (as defined in this Section 2.2). The closing of the Merger (the “Closing”) shall take place at the offices of Holland & Knight LLP, 1600 Tysons Boulevard, McLean, Virginia 22102, at a time and date to be specified by the parties, which shall be no later than the second Business Day after the satisfaction or waiver of the conditions set forth in Article VII, or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”).

          Section 2.3 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the DGCL.

          Section 2.4 Certificate of Incorporation and Bylaws. Subject to Section 6.8, at the Effective Time, the certificate of incorporation of the Company shall be amended in its entirety to be identical to the certificate of incorporation of the Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation; provided, however, that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be amended in its entirety to read as follows: “The name of the corporation is American Management Systems, Incorporated”; and provided further, any provisions relating to the incorporator or initial directors shall be eliminated. Subject to Section 6.8, at the Effective Time, the Bylaws of the Company shall be amended and restated in their entirety to be identical to the Bylaws of the Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended in accordance with the DGCL and as provided in such Bylaws.

          Section 2.5 Directors and Officers. The directors of the Merger Sub immediately prior to the Effective Time shall become the directors of the Surviving Corporation from and after the Effective Time, until their respective successors are duly elected or appointed and qualified. The officers of the Company immediately prior to the

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Effective Time shall become the officers of the Surviving Corporation from and after the Effective Time, until their respective successors are duly appointed.

          Section 2.6 Conversion of Shares. As of the Effective Time, by virtue of the Merger and without any action on the part of the parties or the holders of any Shares of the Company:

               (a) Each issued and outstanding Share (other than Shares to be canceled in accordance with Section 2.6(c) and the Dissenting Shares) automatically shall be converted into the right to receive the Offer Consideration in cash (the “Merger Consideration”) payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.7, of the certificate that formerly evidenced such Share. All such Shares, when so converted, shall no longer be outstanding and automatically shall be canceled and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.7. Any payment made pursuant to this Section 2.6(a) shall be made net of applicable withholding taxes in accordance with Section 2.7(f) to the extent that such withholding is required by applicable Legal Requirements.

               (b) Each issued and outstanding share of common stock, par value $0.01 per share, of the Merger Sub shall be converted into and become one validly-issued, fully-paid and nonassessable share of common stock of the Surviving Corporation.

               (c) All Shares that are owned at the Effective Time by the Company, the Parent, the Merger Sub or any other direct or indirect wholly-owned Subsidiary of the Company, the Parent or the Merger Sub shall be canceled and no Merger Consideration shall be delivered in exchange therefor.

               (d) At the Effective Time, all Company Options (as defined in Section 3.2(b)) outstanding under the Company’s equity incentive plans, the 1996 Amended Stock Option Plan F, as amended, the 1992 Amended and Restated Stock Option Plan E, as amended, the Stock Option Plan for Employees, the Restricted Stock and Stock Bonus Plan, the 2003 Stock Incentive Plan and the 1999 Contractor Stock Option Plan, and each other plan or Contract (as defined in Section 9.3(g)) of any nature with any Person (as defined in Section 9.3(d)) pursuant to which any option to purchase capital stock of the Company has been granted, but in any case excluding the Company’s Employee Stock Purchase Plan (collectively, the “Company Stock Option Plans”) shall be treated as set forth in Section 6.7(a). Rights outstanding under the Company’s Employee Stock Purchase Plan (the “Company Purchase Plan”) shall be treated as set forth in Section 6.7(c). Deferred Stock Units (as defined in Section 6.7(d)) and Restricted Stock (as defined in section 6.7(d)) shall be treated as set forth in section 6.7(d).

               (e) The Merger Consideration shall be adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any

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dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Company Common Stock having a record date on or after the date hereof and prior to the Effective Time.

          Section 2.7 Exchange of Certificates.

               (a) Prior to the Effective Time, the Parent shall designate an agent reasonably acceptable to the Company to act as agent for the holders of the Shares (other than the Shares held by the Parent, the Merger Sub, the Company or any of their Subsidiaries) in connection with the Merger (the “Paying Agent”) to receive in trust, the aggregate Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.6(a). At the Effective Time, the Parent shall deposit the Merger Consideration with the Paying Agent. The Merger Consideration shall be invested by the Paying Agent as directed by the Parent or the Surviving Corporation. If for any reason (including losses) the funds held by the Paying Agent are inadequate to pay the amounts to which the Stockholders shall be entitled under Section 2.6(a), the Parent and the Surviving Corporation shall be liable for the payment thereof.

               (b) As promptly as practicable after the Effective Time, the Parent and the Surviving Corporation shall cause to be mailed to each record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (the “Certificates” or individually, a “Certificate”), whose Shares were converted pursuant to Section 2.6(a) into the right to receive the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Certificate shall pass, only upon proper delivery of the Certificate to the Paying Agent and shall be in such form and have such other provisions as the Parent may reasonably specify) and instructions for effecting the surrender of a Certificate in exchange for the Merger Consideration for the Shares. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal duly executed and completed in accordance with the instructions thereto, and any other documents reasonably required by the Parent, the holder of such Certificate shall receive promptly in exchange therefor the Merger Consideration for each Share formerly evidenced thereby, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of a Certificate. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall (i) have paid any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or (ii) have established to the satisfaction of the Surviving Corporation that such Taxes have been paid or that payment of Taxes is not applicable. Until surrendered as contemplated by this Section 2.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share in cash as contemplated by Section 2.6.

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               (c) At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no transfers on the stock transfer books of the Company of the Shares, which were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates evidencing ownership of the Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable Legal Requirements. If, after the Effective Time, Certificates are presented to the Paying Agent or the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article II.

               (d) At any time following the six month anniversary of the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent, and holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates without any interest thereon. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

               (e) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II, provided, that the Person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such sum as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Shares represented by the Certificate claimed to have been lost, stolen or destroyed.

               (f) The Parent, the Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold, or cause the Paying Agent to deduct and withhold, from the Offer Consideration or the Merger Consideration payable to a holder of Shares pursuant to the Offer or the Merger any or all such amounts as are required to be deducted and withheld under the Internal Revenue Code of 1986, as amended (the “Code”), and/or any applicable provision of state, local or foreign Tax law or under any other applicable Legal Requirement. To the extent that amounts are so deducted and withheld by the Parent, the Merger Sub, the Surviving Corporation or the Paying Agent, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares to which such consideration would otherwise have been paid.

          Section 2.8 Dissenting Shares.

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               (a) Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a Company stockholder who (A) has not voted such shares in favor of the Merger; (B) shall have delivered a written demand for appraisal of such shares in the manner provided for in Section 262 of the DGCL; and (C) shall not have effectively withdrawn or lost such right to appraisal as of the Effective Time (the “Dissenting Shares”), shall be entitled to such rights (but only such rights) as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that (1) if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in Section 262 of the DGCL; (2) if any holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Dissenting Shares or lost his right to appraisal and payment for his Dissenting Shares under Section 262 of the DGCL; or (3) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided for the filing of such petition in Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such Dissenting Shares, and each such Dissenting Share shall be deemed to have been converted into, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.7 of this Agreement, of the Certificate or Certificates that formerly evidenced such shares.

               (b) The Company shall give the Parent (A) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company; and (B) the opportunity to lead all negotiations and proceedings with respect to demands for appraisal under the DGCL (it being understood that the Company shall be entitled to participate therein). The Company shall not, except with the prior written consent of the Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

          Section 2.9 Stockholders’ Meeting; Proxy/Information Statement.

               (a) As soon as practicable following the expiration of the Offer, if required by applicable Legal Requirements in order to consummate the Merger,

                    (i) the Company, acting through its Board of Directors, shall, in accordance with applicable Legal Requirements, duly call, give notice of, convene and hold a special meeting of its stockholders, to be held on the earliest practicable date determined in consultation with the Parent (the “Company Stockholders’ Meeting”). Alternatively, the Company may seek to obtain, and Parent and Merger Sub shall provide or cause to be promptly provided, written consent in lieu of a meeting of Company Stockholders pursuant to Section 228 of the DGCL and the Company Charter Documents. Once the Company Stockholders’ Meeting has been called and noticed, the Company shall not postpone or adjourn (other than for the absence of a quorum and then only to the next possible future date) the Company Stockholders’ Meeting without the

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Parent’s prior written consent and the written consent of a majority of the Independent Directors;

                    (ii) the Company shall prepare and file a preliminary proxy statement or information statement (as amended, supplemented or modified, the “Proxy/Information Statement”) relating to the Merger and this Agreement which shall comply as to form with all applicable Legal Requirements and which shall include all information concerning the Company, the Parent and the Merger Sub required to be set forth therein pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the applicable rules and regulations thereunder (the “1934 Act Rules”, and together with the 1934 Act, the “Exchange Act”);

                    (iii) the Company shall respond promptly to any comments of the SEC and shall file a definitive form of the Proxy/Information Statement, which shall reflect compliance with or resolution of the comments and requests in accordance with the Exchange Act from the SEC as the Company and the Parent shall deem appropriate;

                    (iv) the Company shall distribute the Proxy/Information Statement to the Company’s stockholders in accordance with applicable Legal Requirements; and

                    (v) subject to Section 6.1(e), the Company shall take all such other reasonable action necessary or appropriate to obtain the lawful approval of this Agreement by the Company’s stockholders including, to the extent necessary or advisable, soliciting from holders of Shares proxies in favor of the adoption and approval of this Agreement, the Merger and the transactions contemplated hereby. Without limiting the generality of the foregoing, (A) the Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Company Common Stock, as required by this Section 2.9, shall not be affected by a Change of Company Recommendation (as defined in Section 6.1(e)); and (B) the Company agrees that its obligations pursuant to this Section 2.9 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or Superior Offer.

               (b) The Parent and the Merger Sub shall furnish to the Company all information concerning the Parent, the Merger Sub and their affiliates required by the Exchange Act or as otherwise required by the SEC to be set forth in the Proxy/Information Statement.

               (c) Each of the Company and the Parent shall consult and confer with the other and the other’s counsel regarding the Proxy/Information Statement and each shall have the opportunity to comment on the Proxy/Information Statement, and any amendments or supplements thereto, before the Proxy/Information Statement is filed with the SEC or mailed to the Company’s stockholders. Each of the Company and the Parent will provide to the other copies of all correspondence between it (or its advisors) and the SEC relating to the Proxy/Information Statement.

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               (d) The Parent will vote, or cause to be voted, all Shares acquired by the Parent, the Merger Sub or any other Subsidiary of the Parent in favor of the Merger and the adoption of this Agreement.

               (e) Notwithstanding the provisions of Sections 2.9 (a) and (b), in the event that the Parent, the Merger Sub and any other Subsidiaries of the Parent shall acquire in the aggregate at least 90% of the outstanding shares of each class of capital stock of the Company pursuant to the Offer or otherwise, Parent and Merger Sub shall, subject to Article VII hereof, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of the Company’s stockholders, in accordance with Section 253 of the DGCL.

          Section 2.10 Further Action. At and after the Effective Time, the officers and directors of the Parent and the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of the Company and the Merger Sub, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Company and the Merger Sub, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company represents and warrants to the Parent and the Merger Sub as set forth below, subject to those exceptions disclosed in writing in the disclosure schedules supplied by the Company to the Parent, dated as of the date hereof, and certified by a duly authorized officer of the Company (the “Company Disclosure Schedule”). For purposes of the representations and warranties of the Company contained herein, each exception set forth in the Company Disclosure Schedule and each other response to this Agreement set forth in the Company Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific individual section of this Agreement, and disclosure in any section of the Company Disclosure Schedule of any facts or circumstances shall be deemed to be adequate response and disclosure of such facts or circumstances with respect to all representations and warranties by the Company calling for disclosure of such information if it is reasonably apparent on the face of the Company Disclosure Schedules that such disclosure is applicable; provided, however, that the Company represents and warrants that it has made a good faith effort to include specific cross-references to other portions thereof where applicable. The Company Disclosure Schedule may incorporate disclosures contained in any quarterly, annual or current report or any proxy or information statement filed with or furnished to the SEC (a “Public Filing”) by reference to a specific portion of a specific Public Filing. The inclusion of any information in any section of the Company Disclosure Schedule or other document delivered by the Company pursuant to this Agreement shall not be deemed to be an admission or evidence

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of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever.

          Section 3.1 Organization; Standing; Charter Documents; Subsidiaries.

               (a) Organization; Standing. Each of the Company and its Subsidiaries is a corporation or other organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 9.3(c)) on the Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure to so qualify or to be good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. For purposes of this Agreement, “Subsidiary”, when used with respect to any party, shall mean any corporation or other organization, whether incorporated or unincorporated, at least a majority of the equity securities or other equity interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries; provided, however, that the term “Subsidiary” shall not include any teaming arrangement, alliance or joint venture of which the Company or any Subsidiary is a party. For purposes of this Agreement, the term “Significant Subsidiary” means a Subsidiary that has assets or liabilities or that is actively carrying on any business activities, but shall not include any “Dagger Subsidiary”, as such term is defined in that certain Asset Purchase Agreement, dated on or about the date hereof, by and among Parent, Merger Sub, the Company, CACI International, Inc., CACI, INC. — FEDERAL and Dagger Acquisition Corporation (the “DIG Purchase Agreement”).

               (b) Charter Documents. The Company has delivered or made available to the Parent: (i) a true and correct copy of the certificate of incorporation (including any certificate of designations) and bylaws of the Company, each as amended to date (collectively, the “Company Charter Documents”) and (ii) the certificate of incorporation and bylaws, or like organizational documents, of each of its Significant Subsidiaries, each as amended to date (collectively, “Subsidiary Charter Documents”), and each such instrument is in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents and each Significant Subsidiary is not in material violation of its respective Subsidiary Charter Documents.

               (c) Subsidiaries. Section 3.1(c) of the Company Disclosure Schedule sets forth a list of all the Significant Subsidiaries of the Company. All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by the Company, free and clear of all pledges, claims, liens, charges,

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encumbrances, options and security interests of any kind or nature whatsoever (collectively, “Liens”), including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws or for Liens set forth on Section 3.1(c) of the Company Disclosure Schedule.

          Section 3.2 Capital Structure.

               (a) Capital Stock. The authorized capital stock of the Company consists of: (i) 200,000,000 shares of Company Common Stock and (ii) 4,000,000 shares of preferred stock, par value $0.10 per share (the “Company Preferred Stock”). As of February 29, 2004: (i) 42,684,247 shares of Company Common Stock are issued and outstanding and (ii) no shares of the Company Preferred Stock are issued and outstanding. All of the outstanding shares of capital stock of the Company are, and all shares of capital stock of the Company which may be issued prior to the Effective Time pursuant to any Company Options will be when issued, duly authorized and validly issued, fully paid and nonassessable.

               (b) Stock Options. As of March 2, 2004, 5,927,080 shares of Company Common Stock are subject to issuance pursuant to outstanding stock options granted under or pursuant to the Company Stock Option Plans (referred to in this Agreement as “Company Options”). The Company has provided Parent a list, as of March 8, 2004, of each outstanding Company Option and (a) the name of the holder of such Company Option; (b) the number and type of shares of Company Common Stock subject to such Company Option; (c) the exercise price of such Company Option; (d) the date on which such Company Option was granted; (e) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable; and (f) the latest date on which such Company Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Option Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Section 3.2(b) of the Company Disclosure Schedule sets forth a list of all outstanding stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company.

               (c) Voting Debt. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders of the Company may vote (“Voting Debt”) is issued or outstanding as of the date hereof.

               (d) Other Securities. Other than the preferred stock or other rights (the “Rights”) issued pursuant to the Rights Agreement, dated as of July 31, 1998, between the Company and ChaseMellon Shareholder Services L.L.C. (the “Rights Agreement”) and the Company Options and other awards under the Company Stock Option Plans, except as otherwise set forth in the Disclosure Schedule, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound, or any preemptive or similar rights, obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold,

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additional shares of capital stock, Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. All outstanding shares of Company Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with (i) all applicable securities laws and all other applicable Legal Requirements and (ii) all requirements set forth in applicable Material Company Contracts. For purposes of this Agreement, “Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined in Section 3.3(c)).

          Section 3.3 Authority; Non-Contravention; Necessary Consents.

               (a) Authority. The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the Offer and the Merger and the other transactions contemplated hereby, subject only to the adoption of this Agreement and the approval of the Merger by the Company’s stockholders and the filing of the Certificate of Merger as, if and to the extent required pursuant to the DGCL. The affirmative vote of the holders of record of not less than a majority of all votes entitled to be cast by the holders of the outstanding shares of Company Common Stock to adopt this Agreement and approve the Merger is the only vote of the holders of any class or series of Company capital stock necessary to adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby (the “Company Stockholders’ Approval”) This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by the Parent and the Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

               (b) Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents; (ii) subject to obtaining the Company Stockholders’ Approval and compliance with the requirements set forth in Section 3.3(c), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected; or (iii) result in any material breach of or constitute a

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material default (or an event that with notice or lapse of time or both would become a material default) under, or materially impair the Company’s rights or alter the rights or obligations of any third party in any material respect under, or give to others any rights of termination, material amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the material properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Material Contract (as defined in Section 9.3(f)). Section 3.3(b) of the Company Disclosure Schedule lists all consents, waivers and approvals under any of the Company Material Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby.

               (c) Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity”) is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement or the consummation of the Merger and other transactions contemplated hereby, except for: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company and/or the Parent are qualified to do business; (ii) the filing of (A) the Proxy/Information Statement with the SEC in accordance with Exchange Act, if approval of the Company’s stockholders is required by the DGCL and (B) the filing of the Schedule TO with the SEC in accordance with the Exchange Act, and (C) the filing of the Schedule 14D-9 with the SEC in accordance with the Exchange Act; (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the competition laws of Germany, the Exon-Florio Amendment to Section 721 of the Defense Production Act of 1950 (the “Defense Production Act”) and NASDAQ; (iv) the consents listed on Section 3.3(c) of the Company Disclosure Schedule; (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or “blue sky” laws and the securities laws of any foreign country except where the failure to obtain such consent, approval, order, authorization, registration or declaration and filings would reasonably be expected not to have a Material Adverse Effect; and (vi) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would materially affect the Company or the Parent or materially adversely affect the ability of the parties hereto to consummate the Merger within the time frame in which the Merger would otherwise be consummated in the absence of the need for such consent, approval, order, authorization, registration, declaration or filings. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (vi) are referred to herein as the “Necessary Consents”.

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          Section 3.4 SEC Filings; Financial Statements.

               (a) SEC Filings. The Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since December 31, 2000. The Company has delivered or made available to the Parent all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Company may file subsequent to the date hereof), as amended, are referred to herein as the “Company SEC Reports”. As of their respective dates, the Company SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date hereof by a subsequently filed Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of Parent, the Merger Sub, CACI International, Inc., CACI, INC. — FEDERAL or Dagger Acquisition Corporation which is contained in any of the foregoing documents, or which any of such Persons failed to supply.

               (b) Financial Statements. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including each Company SEC Report filed after the date hereof until the Closing (the “Company Financials”): (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act); and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated. The balance sheet of the Company contained in the draft of the Company’s Form 10-K for the year ended December 31, 2003 provided by the Company as of December 31, 2003 is hereinafter referred to as the “Company Balance Sheet,” which shall be in all material respects consistent with the Company’s balance sheet included in the Form 10-K to be filed by the Company after the date hereof (but for changes related to the announcement of the Agreement). Since the date of the Company Balance Sheet, neither the Company nor any of its Subsidiaries has incurred any liabilities (absolute,

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accrued, contingent or otherwise) required under GAAP to be set forth on a consolidated balance sheet which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company other than (i) as set forth on Schedule 3.4(b) of the Disclosure Schedule or (ii) as incurred in the ordinary course of the Company’s business consistent with past practice.

               (c) The Company has heretofore furnished to the Parent and the Merger Sub a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. All public announcements in a news release issued by the Dow Jones News Service, PR Newswire or any equivalent service made by the Company since the date of the Company Balance Sheet did not and will not contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of Parent, the Merger Sub, CACI International, Inc., CACI, INC. — FEDERAL or Dagger Acquisition Corporation which is contained in any of the foregoing documents, or which any of such Persons failed to supply.

               (d) Section 3.4(d) of the Company Disclosure Schedule sets forth a complete list of all effective registration statements applicable to the Company’s capital stock filed on Form S-3 or Form S-8 or otherwise relying on Rule 415 under the Securities Act.

               (e) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 promulgated under the Exchange Act) and internal controls over financial reporting (as defined in Rules 13a-15 and 15d-15 promulgated under the Exchange Act) intended to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and Chief Financial Officer. To the Knowledge of the Company, there are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data. To the Knowledge of the Company, there is no fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.

          Section 3.5 Absence of Certain Changes or Events. Since the date of the Company Balance Sheet, the Company and each of its Subsidiaries have conducted their businesses in the ordinary course consistent with past practice and, since such date, there has not been (a) an event or development which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company or (b) any event or development which, individually or in the aggregate, would reasonably

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be expected to prevent or materially delay the performance of this Agreement by the Company.

          Section 3.6 Brokers’ and Finders’ Fees. Except for fees payable to Goldman, Sachs & Co. pursuant to an engagement letter dated January 14, 2004, a copy of which has been provided to the Parent, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

          Section 3.7 Disclosure. Neither the Proxy/Information Statement, the Schedule 14D-9 nor any information supplied by the Company for inclusion in the Offer Documents will, at the respective times the Proxy/Information Statement, the Schedule 14D-9, the Offer Documents or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to the Company’s stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The Proxy/Information Statement and the Schedule 14D-9, will, when filed by the Company with the SEC, comply as to form in all material respects with the applicable provisions of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of Parent, the Merger Sub, CACI International, Inc., CACI, INC. — FEDERAL or Dagger Acquisition Corporation which is contained in any of the foregoing documents, or which any of such Persons failed to supply.

          Section 3.8 Fairness Opinion. The Company’s Board of Directors has received the opinion of Goldman, Sachs & Co., dated as of the date hereof, to the effect that, as of such date, the cash consideration to be received by the Company’s stockholders pursuant to the Offer and the Merger is fair from a financial point of view to such stockholders, and has (or promptly upon receipt of a written copy thereof will have) delivered to the Parent a copy of such opinion.

          Section 3.9 Takeover Statutes. The Board of Directors of the Company has taken all necessary action so that the restrictions on business combinations contained in Section 203 of the DGCL that otherwise could be applicable to the Parent, and any other similar Legal Requirement, will not apply to the execution, delivery or performance of this Agreement and the consummation of the Offer and the Merger and the other transactions contemplated hereby.

          Section 3.10 Absence of Questionable Payments. Neither the Company nor any of its Subsidiaries nor any director, officer, agent, employee or other person acting on behalf of the Company or any of its Subsidiaries, has used any Company funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act. Neither the Company nor any Subsidiary of the Company nor any current

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director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary of the Company, has, when acting in such capacity, accepted or received any unlawful contributions, payments, gifts, or expenditures. The Company is in compliance with the provisions of Section 13(b) of the Exchange Act.

          Section 3.11 Rights Agreement. The Company has amended the Rights Agreement and has taken and will maintain in effect all further necessary action (a) to prevent any Right issued or issuable under the Rights Agreement from becoming exercisable by virtue of this Agreement, the Stockholder Tender and Voting Agreement, the Offer, the Merger and the other Transactions and (b) to ensure that (i) neither the Parent nor the Merger Sub nor any of their “Affiliates” (as defined in the Rights Agreement) or “Associates” (as defined in the Rights Agreement) is considered to be an “Acquiring Person” (as defined in the Rights Agreement) by virtue of this Agreement, the Stockholder Tender and Voting Agreement, the Offer, the Merger and the other Transactions; and (ii) the provisions of the Rights Agreement, including the occurrence of a Distribution Date (as defined in the Rights Agreement), are not and shall not be triggered by reason of the announcement or consummation of the Offer, the Merger, the execution of this Agreement, or the Stockholder Tender and Voting Agreement. The Company has made available to the Parent a complete and correct copy of the Rights Agreement as amended and supplemented to the date of this Agreement.

          Section 3.12 Representations Complete. The representations or warranties made by the Company herein, including the Company Disclosure Schedule, when such representations and warranties and the Company Disclosure Schedule are read together in their entirety with the Company SEC Reports, do not contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF
PARENT AND MERGER SUB

     The Parent and the Merger Sub represent and warrant to the Company as set forth below, subject to the exceptions disclosed in writing in the disclosure schedules supplied by the Parent and the Merger Sub to the Company, dated as of the date hereof, and certified by a duly authorized officer of each of the Parent and the Merger Sub (the “Parent Disclosure Schedule”). For purposes of the representations and warranties of the Parent and the Merger Sub contained herein, each exception set forth in the Parent Disclosure Schedule and each other response to this Agreement set forth in the Parent Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific individual section of this Agreement, and disclosure in any section of the Parent Disclosure Schedule of any facts or circumstances shall be deemed

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to be adequate response and disclosure of such facts or circumstances with respect to all representations and warranties by the Parent and the Merger Sub calling for disclosure of such information if it is reasonably apparent on the face of the Parent Disclosure Schedules that such disclosure is applicable; provided, however, that the Parent and Merger Sub represent and warrant that they have made a good faith effort to include specific cross-references to other portions thereof where applicable. The inclusion of any information in any section of the Parent Disclosure Schedule or other document delivered by the Parent and the Merger Sub pursuant to this Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever.

          Section 4.1 Organization; Standing; Charter Documents; Subsidiaries.

               (a) Organization; Standing and Power. Each of the Parent and the Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing would not reasonably be expected to have a Material Adverse Effect on the Parent or the Merger Sub, as the case may be, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure to so qualify or to be good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Parent or the Merger Sub as the case may be.

               (b) Charter Documents. The Parent has delivered or made available to the Company (i) a true and correct copy of the Articles of Incorporation (including any certificate of designations) and Bylaws of the Parent, each as amended to date (collectively, the “Parent Charter Documents”) and (ii) the Subsidiary Charter Documents of the Merger Sub, and each such instrument is in full force and effect. The Parent is not in violation of any of the provisions of the Parent Charter Documents and the Merger Sub is not in violation of its Subsidiary Charter Documents.

               (c) Merger Sub. Except as contemplated by this Agreement, the Merger Sub does not hold, nor has it held, any material assets or incurred any material liabilities nor has the Merger Sub carried on any business activities other than in connection with the Merger and the transactions contemplated by this Agreement.

          Section 4.2 Authority; Non-Contravention; Necessary Consents.

               (a) Authority. Each of the Parent and the Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of phis Agreement and the consummation of the transactions contemplated hereby has peen duly authorized by all necessary corporate action on the part of the Parent and the Merger Sub and no other corporate proceedings on the part of the Parent or the Merger Sub are necessary to

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authorize the execution and delivery of this Agreement or to consummate the Offer or the Merger and the other transactions contemplated hereby, subject to the filing of the Certificate of Merger pursuant to the DGCL and the adoption of this Agreement by the Parent as the sole stockholder of the Merger Sub. This Agreement has been duly executed and delivered by the Parent and the Merger Sub and, assuming due execution and delivery by the Company, constitutes the valid and binding obligation of the Parent and the Merger Sub, enforceable against each of the Parent and the Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

               (b) Non-Contravention. The execution and delivery of this Agreement by the Parent and the Merger Sub does not, and performance of this Agreement by the Parent and the Merger Sub will not: (i) conflict with or violate the Parent Charter Documents or the Certificate of Incorporation or Bylaws of the Merger Sub or (ii) conflict with or violate any material Legal Requirement applicable to the Parent or the Merger Sub or by which the Parent or the Merger Sub or any of their respective properties is bound or affected.

               (c) Necessary Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by the Parent or the Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the Offer, the Merger and other transactions contemplated hereby, except for (i) the Necessary Consents and (ii) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to the Parent, the Merger Sub or the Company or materially adversely affect the ability of the parties hereto to consummate the Offer or the Merger within the time frame in which the Offer or the Merger would otherwise be consummated in the absence of the need for such consent, approval, order, authorization, registration, declaration or filings.

          Section 4.3 Disclosure. None of the information supplied by the Parent or the Merger Sub for inclusion in the Proxy/Information Statement, the Proxy Statement or the Schedule 14D-9 will, at the date mailed to the Company’s stockholders and at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy/Information Statement or necessary in order to make the statements in the Proxy/Information Statement, in light of the circumstances under which they are made, not misleading. The Schedule TO, the Offer Documents and any information supplied by the Parent or the Merger Sub for inclusion in the Schedule 14D-9 will not, at the respective times the Schedule TO, the Offer Documents, the Schedule 14D-9 or any amendments or supplements thereto are filed with the SEC or are first published, sent or given to the Company’s stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Schedule TO will, when filed by the Parent with the SEC, comply as to form in all material aspects with the applicable provisions of the Exchange Act.

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Notwithstanding the foregoing, the Parent makes no representation or warranty with respect to information supplied by or on behalf of the Company, which is contained in any of the foregoing documents, or which the Company failed to supply.

          Section 4.4 Sufficient Funds. Following the consummation of the sale of the Company’s Defense and Intelligence Division (as defined in Section 6.4(e)) and the loan of the gross Purchase Price (as defined in Section 2.4 of the DIG Purchase Agreement) paid upon such consummation (the “DIG Gross Proceeds”) from the Company to Parent pursuant to Section 6.10 hereof, the Merger Sub will have sufficient cash available to pay for the Shares that the Merger Sub becomes obligated to accept for payment and pay for pursuant to the Offer and to pay the aggregate Merger Consideration pursuant to the Merger and to otherwise consummate the transactions contemplated herein or in the Offer Documents.

ARTICLE V

CONDUCT PRIOR TO THE EFFECTIVE TIME

          Section 5.1 Conduct of Business by the Company.

               (a) Ordinary Course. During the period from the date hereof and continuing until the earlier of (x) the termination of this Agreement pursuant to its terms, and (y) the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, except as otherwise expressly contemplated by this Agreement or to the extent that the Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted, and use all commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization and workforce; and (ii) preserve its relationships with customers, suppliers, licensors, licensees, and others with which it has business dealings.

               (b) Required Consent. In addition, without limiting the generality of Section 5.1(a), except as permitted by the terms of this Agreement or the DIG Purchase Agreement, and except as provided in Section 5.1 of the Company Disclosure Schedule, without the prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned or delayed), during the period from the date hereof and continuing until the earlier of (x) the termination of this Agreement pursuant to its terms, and (y) the Effective Time, the Company shall not do, and shall not permit its Subsidiaries to do, any of the following:

                    (i) Enter into any new line of business material to it and its Subsidiaries taken as a whole;

                    (ii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the

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issuance of any other securities in respect of, in lieu of or in substitution for any capital stock (other than dividends or distributions paid by wholly-owned Subsidiaries of the Company to the Company or to other wholly-owned Subsidiaries of the Company);

                    (iii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof or pursuant to the Company Stock Option Plans or the terms of the Company Options;

                    (iv) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of the Company’s capital stock or Voting Debt, or subscriptions, rights, warrants or options to acquire any shares of the Company’s capital stock or Voting Debt or any securities convertible into shares of the Company’s capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than issuances of Company Common Stock upon the vesting and/or exercise of Company Options and/or other awards under the Company Stock Option Plans existing on the date hereof in accordance with their terms (including cashless exercises) or issuances of Company Common Stock pursuant to the Company Purchase Plan (together with, in each case, Rights) as permitted in Section 6.7(c);

                    (v) Redeem the Rights or amend, waive any rights under or otherwise modify or terminate the Rights Agreement in connection with an Acquisition Proposal by any person other than the Parent or the Merger Sub or render the Rights Agreement inapplicable to any Acquisition Proposal by any person other than the Parent or the Merger Sub unless, and only to the extent that, (A) the Company is required to do so by a court of competent jurisdiction or (B) the Acquisition Proposal is a Superior Proposal;

                    (vi) Cause, permit or propose any amendments to its Charter Documents or any of the Subsidiary Charter Documents of its Significant Subsidiaries;

                    (vii) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to its business;

                    (viii) Enter into any joint ventures, strategic partnerships, teaming arrangement or alliances other than in the ordinary course of business consistent with past practice;

                    (ix) Sell, pledge, dispose of, transfer, lease, license, or encumber, or authorize the sale, pledge, disposition, transfer, lease, license, or

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encumbrance of, any material property or assets of the Company or its Subsidiaries, taken as a whole, except sales, pledges, dispositions, transfers, leases, licenses or encumbrances pursuant to existing Contracts which have been made available to the Parent prior to the date hereof;

                    (x) Make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) loans or investments by the Company or one of its Subsidiaries to or in the Company or one of its wholly-owned Subsidiaries, (B) the DIG Proceeds Loan pursuant to Section 6.10 hereof and (C) loans, advances, capital contributions or investments in excess of One Million Dollars ($1,000,000) in any joint venture, strategic partnership or alliance permitted pursuant to Section 5.1(b)(viii);

                    (xi) Except as required by GAAP or the SEC as concurred in by its independent auditors, make any material change in its methods or principles of accounting;

                    (xii) Make or change any material tax election;

                    (xiii) Settle any material claim (including any tax claim), action or proceeding involving money damages, except (A) in the ordinary course of business consistent with past practice or (B) to the extent subject to reserves existing as of the date hereof in accordance with GAAP;

                    (xiv) Except as required by Legal Requirements, Contracts binding on the Company or its Subsidiaries, or in the usual, regular and ordinary course of business, in substantially the same manner as heretofore conducted, and consistent with past practices and policies: (1) increase in any manner the amount of compensation or fringe benefits of, pay any bonus to or grant severance or termination pay to, any executive officer or director of the Company or any of its Subsidiaries or materially increase the foregoing with respect to employees of the Company and its Subsidiaries generally; (2) increase or make any commitment to increase, the benefits provided under any employee benefit plan (including any severance plan) of the Company (each, a “Company Plan”), or adopt or amend, or make any commitment to adopt or amend, any Company Plan or make any contribution, other than regularly scheduled contributions, to any Company Plan; (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of the Company Options or restricted stock, or reprice any Company Options or authorize cash payments in exchange for any Company Options; (4) enter into any employment, severance, termination or indemnification agreement with any Company employee; (5) make any material written representation or commitment with respect to any material aspect of any Company Plan that is binding and not materially in accordance with the existing written terms and provisions of such Company Benefit Plan; (6) grant any stock appreciation right, phantom stock award, stock-related award or performance award (whether payable in cash, shares or otherwise) to any Person (including any Company employee); or (7) enter into any agreement with any Company employee the benefits of which are (in whole or in

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part) contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby;

                    (xv) Subject the Parent or the Surviving Corporation or any of their respective Subsidiaries to any non-compete or other material restriction on any of their respective businesses following the Closing;

                    (xvi) Enter into any agreement or commitment the effect of which would be to grant to a third party following the Merger any actual or potential right of license to any material intellectual property owned by the Parent or any of its Subsidiaries except for such agreements or commitments entered into in the ordinary course of business consistent with past practice or pursuant to any joint venture, strategic partnership, teaming arrangement or alliance permitted pursuant to Section 5.1(b)(viii);

                    (xvii) Enter into, modify or amend in a manner adverse to such party, or terminate any Company Material Contract or waive, release or assign any rights or claims thereunder, in each case, in a manner adverse to such party, other than any modification, amendment or termination of any such Company Material Contract in the ordinary course of business consistent with past practice;

                    (xviii) (i) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of it, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of the Company) or enter into any arrangement having the economic effect of any of the foregoing (collectively, “Indebtedness”), except for Indebtedness for borrowed money under the Company’s existing credit facilities, or (ii) make or authorize any capital expenditure materially in excess of the Company’s budget as disclosed to the Parent prior to the date hereof;

                    (xix) Except with respect to an Acquisition Proposal subject to Section 6.1, take any action to render inapplicable, or to exempt any third party from any state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares; or

                    (xx) Agree in writing or otherwise to take any of the actions described in (i) through (xviii) above.

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ARTICLE VI

ADDITIONAL AGREEMENTS

          Section 6.1 Acquisition Proposals.

               (a) No Solicitation. The Company agrees that neither it nor any of its Subsidiaries nor any of their respective officers, directors, advisors, agents, accountants, consultants, employees, investment bankers and legal counsel (collectively, “Representatives”) shall directly or indirectly: (i) solicit, initiate, or knowingly encourage, facilitate or induce any inquiry with respect to, or the making, submission or announcement of, any Acquisition Proposal (as defined in Section 6.1(g)(i)); (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal; (iii) engage in discussions with any Person with respect to any Acquisition Proposal, except as to the existence of these provisions; (iv) approve, endorse or recommend any Acquisition Proposal (except to the extent specifically permitted pursuant to Section 6.1(e)); or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any Acquisition Proposal or any transaction contemplated thereby. The Company shall immediately terminate, and shall cause each of its Subsidiaries and its and their Representatives to immediately terminate, all activities, discussions or negotiations, if any, with any third party with respect to, or any that could reasonably be expected to lead to or contemplate the possibility of, an Acquisition Proposal. The Company shall promptly request that each person which has heretofore executed a confidentiality agreement with the Company or any of its affiliates or Subsidiaries or any of its or their Representatives with respect to such Person’s consideration of a possible Acquisition Proposal to promptly return or destroy (which destruction the Company shall request be certified in writing by such person) all confidential information heretofore furnished by the Company or any of its affiliates or Subsidiaries or any of its or their Representatives to such person or any of its affiliates or Subsidiaries or any of its or their Representatives.

               (b) Notification Of Unsolicited Acquisition Proposals.

                    (i) As promptly as practicable after receipt of any Acquisition Proposal or any request for nonpublic information or inquiry which it reasonably believes could lead to an Acquisition Proposal, the Company shall provide the Parent with oral and written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The Company shall provide the Parent as promptly as practicable oral and written notice setting forth all such information as is reasonably necessary to keep the Parent informed in all material respects of the status and details (including material amendments or proposed material amendments) of any such Acquisition Proposal, request or inquiry and shall promptly provide to Parent copies of any contracts, term sheets, letters of intent or

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other comparable materials providing for the terms of the Acquisition Proposal received from the Person or group making the Acquisition Proposal (including any amendments thereto).

                    (ii) The Company shall provide the Parent with 48 hours prior notice (or such lesser prior notice as is provided to the members of its Board of Directors) of any meeting of its Board of Directors at which its Board of Directors is reasonably expected to discuss or consider any Acquisition Proposal.

               (c) Superior Offers. Notwithstanding anything to the contrary contained in Section 6.1(a), prior to the acceptance for payment and payment for Shares by the Merger Sub in the Offer, in the event that the Company receives an unsolicited, bona fide written Acquisition Proposal from a third party that its Board of Directors has in good faith concluded (following consultation with its outside legal counsel and its financial advisor), is, or is reasonably likely to result in, a Superior Offer (as defined in Section 6.1(g)(ii)), it may then take the following actions (but only (A) if and to the extent that its Board of Directors concludes in good faith, following consultation with its outside legal counsel, that it is reasonably likely that the failure to do so would result in a breach of its fiduciary obligations under applicable Legal Requirements and (B) after the Company has given written notice (“Superior Offer Notice”) to the Parent that expressly states (1) that it has received a bona fide, written Acquisition Proposal from a third party that the Company’s Board of Directors has in good faith concluded (following consultation with its outside legal counsel and its financial advisor), is, or is reasonably likely to result in, a Superior Offer; (2) that the Company’s Board of Directors has concluded in good faith, following consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to result in a breach of its fiduciary obligations under applicable Legal Requirements; (3) the identity of the third party making such Acquisition Proposal and the material terms and conditions of such Acquisition Proposal; and (4) the nature of the action that the Company intends to take):

                    (i) Furnish nonpublic information to the third party making such Acquisition Proposal, provided that (A) it receives from the third party an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such third party on its behalf, the terms of which are at least as restrictive as the terms contained in the Confidentiality Agreement (as defined in Section 6.2(a)) and (B) contemporaneously with furnishing any such nonpublic information to such third party, it furnishes such nonpublic information to the Parent (to the extent such nonpublic information has not been previously made available to Parent);

                    (ii) Engage in negotiations with the third party with respect to the Acquisition Proposal; and

                    (iii) Subject to compliance with Section 6.1(d), enter into definitive agreements with respect to such Acquisition Proposal and terminate this Agreement pursuant to Section 8.1(h) hereof.

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               (d) For a period of not less than three Business Days after the Parent’s receipt from the Company of each Superior Offer Notice, the Company shall, if requested by the Parent, negotiate in good faith with the Parent to revise this Agreement so that the Acquisition Proposal that constituted a Superior Offer no longer constitutes a Superior Offer.

               (e) Changes of Recommendation. Neither the Company’s Board of Directors nor any committee thereof shall withdraw, modify or change, or propose publicly to withdraw, modify or change, in a manner adverse to the Parent or to the Merger Sub, the Company Board of Director’s recommendation that the stockholders of the Company accept the Offer, tender their Shares to the Merger Sub thereunder and, if required by Legal Requirements, adopt this Agreement and the Merger. Notwithstanding the foregoing, (A) in response to the receipt of a Superior Offer that has not been withdrawn and continues to constitute a Superior Offer after the Company’s compliance with Section 6.1(d), the Board of Directors of the Company may withhold, change or withdraw its recommendation that the stockholders of the Company accept the Offer, tender their Shares to the Merger Sub thereunder and, if required by Legal Requirements, adopt this Agreement and the Merger; (B) in the case of a Superior Offer that is a tender or exchange offer made directly to its stockholders, may recommend that its stockholders accept the tender or exchange offer; and (C) to the extent that the Company’s Board of Directors concludes in good faith (following consultation with outside legal counsel) that the failure to take such action would be reasonably likely to result in a breach of its fiduciary obligations under applicable Legal Requirements, the Board of Directors of the Company may withhold, change or withdraw its recommendation that the stockholders of the Company accept the Offer, tender their Shares to the Merger Sub thereunder and, if required by the Legal Requirements, adopt this Agreement and the Merger (any of the foregoing actions in (A), (B) or (C), whether by a Board of Directors or a committee thereof, a “Change of Company Recommendation”). In the case of (A) or (B), all of the following conditions in clauses (i) through (iv) shall be met:

                    (i) the Merger Sub shall not yet have accepted for payment and paid for the Shares pursuant to the Offer;

                    (ii) it shall have provided to the Parent written notice which shall state expressly (1) that it has received a Superior Offer; (2) the material terms and conditions of the Superior Offer and the identity of the Person or group making the Superior Offer; and (3) that it intends to effect a Change of Company Recommendation and the manner in which it intends to do so;

                    (iii) the Company Board of Directors has concluded in good faith, after consultation with its outside legal counsel and its financial advisors, that, in light of such Superior Offer, the failure of the Company Board of Directors to effect a Change of Company Recommendation would be reasonably likely to result in a breach of its fiduciary obligations to its stockholders under applicable Legal Requirements; and

                    (iv) it shall not have breached in any material respect any of the provisions set forth in this Section 6.1.

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               (f) Compliance with Tender Offer Rules. Nothing contained in this Agreement shall prohibit the Company or the Company Board of Directors, in connection with a tender or exchange offer for the Company’s outstanding securities by a third party, from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or making any disclosure to the Company’s stockholders if the Company’s Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with applicable Legal Requirements; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Company Recommendation unless specifically permitted pursuant to the terms of Section 6.1(e); provided, however, that the Company shall not be required to provide Parent or Merger Sub an opportunity to review in advance a Change of Company Recommendation.

               (g) Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

                    (i) “Acquisition Proposal”, with respect to the Company, shall mean any offer or proposal, relating to any transaction or series of related transactions involving: (A) any purchase from the Company or acquisition by any Person or “group” (as defined under Section 13(d) of the Exchange Act) of more than a 15% interest in the total outstanding voting securities of the Company or any of its Subsidiaries or any tender or exchange offer that if consummated would result in any Person or group beneficially owning 15% or more of the total outstanding voting securities of the Company or any of its Subsidiaries or any merger, consolidation, business combination or similar transaction involving the Company or any of its Subsidiaries, (B) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or other disposition (including by way of merger, consolidation or exchange), in a single transaction or series of related transactions, of the assets of the Company or any Subsidiary constituting 15% or more of the consolidated assets of the Company or accounting for 15% or more of the consolidated revenues of the Company (including its Subsidiaries taken as a whole), or (C) any liquidation or dissolution of the Company; and

                    (ii) “Superior Offer,” with respect to the Company, shall mean an unsolicited, bona fide written offer made by a third party to acquire, directly or indirectly, pursuant to a tender or exchange offer, merger, consolidation or other business combination, (i) all or substantially all of the assets of the Company, or (ii) a majority of the total outstanding voting securities of the Company and as a result of which the stockholders of the Company immediately preceding such transaction would hold less than 50% of the equity interests in the surviving or resulting entity of such transaction or any direct or indirect parent or subsidiary thereof or (iii) all or substantially all of the assets of the Company that are to be acquired by a subsidiary of CACI International, Inc., pursuant to the DIG Purchase Agreement, on terms that the Board of Directors of the Company has in good faith concluded (following consultation with its outside legal counsel and its financial adviser), taking into account, among other things, all legal, financial, regulatory and other aspects of the offer and the Person making the

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offer, to be more favorable, from a financial point of view, to the Company’s stockholders (in their capacities as stockholders) than the terms of the Offer and the Merger.

          Section 6.2 Confidentiality; Access to Information; No Modification of Representations, Warranties or Covenants.

               (a) Confidentiality. The parties acknowledge that the Company and the Parent have previously executed a Confidentiality Agreement dated October 3, 2003, as since amended (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and each of the Parent and the Company will hold, and will cause its respective Representatives to hold, any Evaluation Material (as defined in the Confidentiality Agreement) confidential in accordance with the terms of the Confidentiality Agreement.

               (b) Access to Information. The Company will afford the Parent and the Merger Sub and each of their Representatives reasonable access during normal business hours to each of the Company’s and its Subsidiaries’ properties, books, records and personnel during the period prior to the Effective Time to obtain all information concerning its business, including the status of product development efforts, properties, results of operations and personnel, as the Parent or the Merger Sub may reasonably request, and, during such period, upon request by the Parent or the Merger Sub, the Company shall, and shall cause its Subsidiaries to, furnish promptly to the Parent and the Merger Sub a copy of any report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws.

               (c) No Modification of Representations and Warranties or Covenants. No information or knowledge obtained in any investigation or notification pursuant to this Section 6.2, Section 6.4 or Section 6.5 shall affect or be deemed to modify any representation or warranty contained herein, the covenants or agreements of the parties hereto, the conditions to the obligations of the parties or the remedies available to any of the parties under this Agreement.

          Section 6.3 Public Disclosure. Without limiting any other provision of this Agreement, the Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review, comment upon and concur with, and use all reasonable efforts to agree on, any press release or public statement with respect to this Agreement and the transactions contemplated hereby, including the Offer, the Merger, and any Acquisition Proposal and will not issue any such press release or make any such public statement prior to such consultation and agreement, except as may be required by applicable Legal Requirements or any listing agreement with the New York Stock Exchange, NASDAQ or any other applicable national or regional securities exchange. The parties have agreed to the text of the press releases announcing the signing of this Agreement. Notwithstanding anything herein to the contrary, this Section shall not apply to any press release or other public statement by the Company relating to a Superior Offer or a Change of Company Recommendation.

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          Section 6.4 Regulatory Filings; Best Efforts.

               (a) Regulatory Filings. Each of the Parent, the Merger Sub and the Company shall coordinate and cooperate with one another and shall each use best efforts to comply with, and shall each refrain from taking any action that would impede compliance with, all Legal Requirements, and, as promptly as practicable after the date hereof, each of the Parent, the Merger Sub and the Company shall make all filings, notices, petitions, statements, registrations, submissions of information, application or submission of other documents required by any Governmental Entity in connection with the Offer and the Merger and the transactions contemplated hereby, including, without limitation: (i) Notification and Report Forms with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (“DOJ”) as required by the HSR Act, Joint Voluntary Notices with the Committee on Foreign Investment in the United States (“CFIUS”), as may be deemed appropriate under the Exon-Florio Amendment to the Defense Production Act; and such other forms as are required under the competition laws of Germany; (ii) any other filing or registration necessary to obtain any Necessary Consent; (iii) filings under any other comparable pre-merger notification forms required by the merger notification or control laws of any applicable jurisdiction, as agreed by the parties hereto, and (iv) any filings required under the Securities Act, the Exchange Act, any applicable state or securities or “blue sky” laws and the securities laws of any foreign country, or any other Legal Requirement relating to the Offer and the Merger. Each of the Parent and the Company will cause all documents that it is responsible for filing with any Governmental Entity under this Section 6.4(a) to comply in all material respects with all applicable Legal Requirements.

               (b) Exchange of Information. The Parent, the Merger Sub and the Company each shall promptly supply the other with any information which may be required in order to effectuate any filings or application pursuant to Section 6.4(a). Except where prohibited by applicable Legal Requirements, and subject to the Confidentiality Agreement, each of the Company and the Parent shall consult with the other prior to taking a position with respect to any such filing, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Entity by or on behalf of any party hereto in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby (including under any antitrust or fair trade Legal Requirement), coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such party with any Governmental Entity in connection with this Agreement or the transactions contemplated hereby, provided that with respect to any such filing, presentation or submission, each of the Parent and the Company need not supply the other (or its counsel) with copies (or in case of oral presentations, a summary) to the extent that applicable Legal Requirements require such party or its Subsidiaries to restrict or prohibit access to any such properties or information.

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               (c) Notification. Each of the Parent, the Merger Sub and the Company will notify the other promptly upon the receipt of: (i) any comments from any officials of any Governmental Entity in connection with any filings made pursuant hereto and (ii) any request by any officials of any Governmental Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirement. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 6.4(a), the Parent, the Merger Sub or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the applicable Governmental Entity such amendment or supplement.

               (d) Best Efforts. Each of the parties agrees to use best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the Offer Conditions and the conditions set forth in Article VII to be satisfied; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including such declarations, registrations, filings or agreements necessary to obtain the approval or consent of the Defense Security Service required under NISPOM and other registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents to the extent the failure to obtain any such consent, approval or waiver would prevent or materially hinder, delay or impair any party’s ability to consummate the Offer or Merger or other transactions contemplated hereby; (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or other Legal Requirement is or becomes applicable to the Offer, the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to render inapplicable or minimize the effect of such takeover statute or other Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby. For the avoidance of doubt, “best efforts” shall require that each party make all reasonable expenditures necessary to meet the obligations set forth above and to litigate, if necessary, to obtain the Necessary Consents and consummate the transactions contemplated by this Agreement.

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               (e) Limitation on Divestiture. Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall be deemed to require the Parent or the Company or any Subsidiary or affiliate thereof to take or agree to take any Action of Divestiture (as defined in this Section 6.4(e)). For purposes of this Agreement, an “Action of Divestiture” shall mean making proposals, executing or carrying out agreements or submitting to Legal Requirements providing for the license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets that are material to either: (i) the Parent and its Subsidiaries, or (ii) the Company and its Subsidiaries, in each case taken as a whole, or the holding separate of Company capital stock or imposing or seeking to impose any limitation on the ability of the Parent, the Company or any of their respective Subsidiaries, to conduct their respective businesses or own such assets or to acquire, hold or exercise full rights of ownership of the Company’s business except to the extent not material to the Parent and its Subsidiaries or, the Company and its Subsidiaries, in each case taken as a whole; provided, however, that an Action of Divestiture shall not include the sale of the Company’s Defense and Intelligence Division (the “Defense and Intelligence Division”) pursuant to the DIG Purchase Agreement.

          Section 6.5 Notification of Certain Matters.

               (a) By the Company. The Company shall give prompt notice to the Parent and the Merger Sub of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

               (b) By Parent. The Parent and the Merger Sub shall give prompt notice to the Company of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of the Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

          Section 6.6 Third-Party Consents. As soon as practicable following the date hereof, the Parent and the Company will each use all reasonable efforts to obtain any material consents, waivers and approvals under any of its or its Subsidiaries’ respective Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby.

          Section 6.7 Equity Awards and Employee Benefits.

               (a) Treatment of Stock Options. The Company shall use commercially reasonable efforts to (i) cause each Company Option that is outstanding, whether or not vested, immediately prior to the Effective Time, to, effective as of the Effective Time, be cancelled in exchange for the right to receive a single lump sum cash payment, to be paid by the Surviving Corporation to the holder of the Company Option as soon as practicable following the Closing, equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option, and (B) the excess,

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if any, of the Merger Consideration for a share of Company Common Stock at the Effective Time over the exercise price per share of such Company Option (the aggregate amount payable under this Section 6.7(a), the “Option Consideration”), and (ii) obtain a release or other documentation executed by the holder of each such Company Option, reasonably satisfactory to the Parent and the Surviving Corporation, evidencing the cancellation of such Company Option. The parties agree that the Company may amend the Company Stock Option Plans and any applicable agreements as the Company deems necessary or appropriate to carry out the Company’s obligations under this Section 6.7(a). The Surviving Corporation shall be entitled to deduct and withhold, or cause to be deducted or withheld, from the Option Consideration such amounts as are required to be deducted and withheld with respect to the making of such payment under any applicable Legal Requirement, and the final sentence of Section 2.7(f) shall apply.

               (b) Treatment of Stock Option Plans. Except as otherwise agreed to by the parties, prior to the Effective Time, the Company shall use commercially reasonable efforts to cause (i) the payments or conversions into the right to receive cash set forth in Section 6.7(a) to extinguish all rights of participants under the Company Stock Option Plans and (ii) following the Effective Time such participant not to have any right thereunder to acquire equity securities of the Company, the Surviving Corporation, the Parent or any of their respective Subsidiaries.

               (c) Termination of the Company Purchase Plans. The Company Purchase Plan shall be terminated no later than the date of the expiration of the Offer, and no shares shall be issued under the Company Purchase Plan after such date. The Company agrees that no more than 70,000 shares of Company Common Stock shall be issued under the Company Purchase Plan during the period beginning on the date hereof and ending on the date of the expiration of the Offer.

               (d) Treatment of Deferred Stock Units and Restricted Stock. The Company shall use commercially reasonable efforts to cause (i) “Deferred Stock Units” granted under the Company Stock Option Plans or any agreement between the Company and a current or former employee of the Company and outstanding, whether or not vested, immediately prior to the Effective Time to be cancelled as of the Effective Time, and (ii) the restrictions on each share of restricted stock granted under the Company Stock Option Plans or any agreement between the Company and a current or former employee of the Company outstanding immediately prior to the Effective Time (“Restricted Stock”) to expire as of the Effective Time, and the parties agree that each holder of Deferred Stock Units or Restricted Stock shall be paid by the Surviving Corporation as soon as practicable following the Closing a single lump sum cash payment equal to the product of (A) the number of Deferred Stock Units or shares of Restricted Stock, as the case may be, and (B) the Merger Consideration for a share of Company Common Stock at the Effective Time. The parties further agree that the Company may amend the Company Stock Option Plans and any applicable agreements as the Company deems necessary or appropriate to carry out the Company’s obligations under this Section 6.7(d).

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               (e) Employee Communications. With respect to matters described in this Agreement, the Company will consult with the Parent (and consider in good faith the advice of the Parent) prior to sending any material written notices or other materials to its employees.

               (f) Change in Control. The Parent acknowledges that each employee listed on Section 6.7(f) of the Company Disclosure Schedule shall, upon the consummation of the Merger, be entitled to terminate employment with the Company and its Affiliates and that any such termination shall be deemed a “constructive termination” without Cause for purposes of the employment agreements or change in control agreements applicable to each such employee.

          Section 6.8 Indemnification.

               (a) Indemnity. From and after the Effective Time, the Parent will, and will cause the Surviving Corporation to, fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and any Covered Party (as hereinafter defined), subject to applicable Legal Requirements.

               (b) Insurance. For a period of six years after the Effective Time, the Parent shall cause, or shall cause the Surviving Corporation to cause, to be maintained in effect directors’ and officers’ liability insurance covering those persons who are covered by the Company’s directors’ and officers’ liability insurance policy as of the date hereof on terms comparable to those applicable under the Company’s current directors’ and officers’ liability insurance policy(ies) for a period of six years; provided, however, that in no event will the Surviving Corporation be required to expend annually in excess of 200% of the annual premium currently paid by the Company for such coverage (and to the extent annual premium would exceed 200% of the annual premium currently paid by the Company for such coverage, the Parent shall cause or shall cause the Surviving Corporation to cause to be maintained the maximum amount of coverage as is available for such 200% of such annual premium).

               (c) Third-Party Beneficiaries. This Section 6.8 is intended to be for the benefit of, and shall be enforceable by the Covered Parties and their heirs and personal representatives and shall be binding on the Parent and the Surviving Corporation and its successors and assigns. In the event the Parent or the Surviving Corporation or its successor or assign (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made so that the successor and assign of the Parent or the Surviving Corporation, as the case may be, honor the obligations set forth with respect to the Parent or the Surviving Corporation, as the case may be, in this Section 6.8.

               (d) From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, the Parent and the Surviving Corporation shall, jointly and severally, indemnify and hold harmless each Person who is now, or has

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been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of the Company or any of its subsidiaries (the “Covered Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Covered Party is or was an officer or director of the Company or any of its subsidiaries, (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement, the DIG Proceeds Loan, the other transactions and actions contemplated hereby, and all actions taken in furtherance of any of the foregoing), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable law. Each Covered Party will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from the Parent and the Surviving Corporation, jointly and severally, within ten Business Days of receipt by the Parent from the Covered Party of a request therefor; provided that any Person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification.

               (e) The certificate of incorporation and by-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and its subsidiaries than are presently set forth in the certificate of incorporation and by-laws of the Company.

               (f) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Covered Party, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.8 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation.

               Section 6.9 Conveyance Taxes. The Parent, the Merger Sub and the Company shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any sales, use, transfer, value added, stock transfer or stamp taxes, any transfer, recording, registration or other fees or any similar taxes which become payable in connection with the transactions contemplated by this Agreement that are required or permitted to be filed on or before the Effective Time. All such taxes will be paid by the party bearing the legal responsibility for such payment.

          Section 6.10 Loan of DIG Gross Proceeds to Parent. Immediately after the closing of the transactions contemplated in the DIG Purchase Agreement and immediately prior to the Merger Sub’s payment for the Shares tendered pursuant to the Offer, the Company shall loan to Parent, and Parent shall borrow from the Company, the DIG Gross Proceeds to be provided to Merger Sub to pay the Offer Consideration or the Merger Consideration (the “DIG Proceeds Loan”). The DIG Proceeds Loan shall be pursuant to a promissory note in the form attached hereto as Exhibit A; provided,

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however, that in no event shall any term of the DIG Proceeds Loan require an increase in the Offer Consideration or the Merger Consideration or other amendment to any material term or condition of this Agreement or the Offer Documents.

ARTICLE VII

CONDITIONS TO THE MERGER

          Section 7.1 Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

               (a) Company Stockholders’ Approval. To the extent required by the Legal Requirements, the Company Stockholders’ Approval shall have been obtained; provided that the Parent may not assert this condition if it fails to vote all Shares held by it or the Merger Sub in favor of the Merger and the Company may not assert this condition if it fails to comply with Section 2.9.

               (b) No Order. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which (i) is in effect and (ii) has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger (which illegality or prohibition would have a material impact on the Parent and its Subsidiaries, on a combined basis with the Company and its Subsidiaries, taken as a whole, if the Merger were consummated notwithstanding such statute, rule, regulation, executive order, decree, injunction or other order).

               (c) Purchase of Shares. The Parent or the Merger Sub shall have purchased Shares pursuant to the Offer, provided, however, that the Parent and Merger Sub may not assert the failure of this condition if the Merger Sub fails to accept for payment or pay for Shares validly tendered pursuant to the Offer in violation of the terms of the Offer or this Agreement.

          Section 7.2 No Other Conditions. Except as expressly provided in this Article VII, there shall be no other conditions to the Merger, including any financing contingency. Without limiting the generality of the foregoing, the existence or possible existence of any post-closing adjustment to the purchase price payable in the DIG Purchase Agreement, any Objection (as defined in the DIG Purchase Agreement) or pendency or resolution of any dispute under Section 2.8 of the DIG Purchase Agreement or any issue pertaining to the Closing Balance Sheet (as defined in the DIG Purchase Agreement) shall not in any way impact, hinder, prevent or otherwise delay the Parent’s or the Merger Sub’s obligation to consummate the transactions contemplated in this Agreement.

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ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

          Section 8.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, by action taken or authorized by the Board of Directors of the terminating party or parties, and except as provided below, whether before or after the Company Stockholders’ Approval is obtained:

               (a) by mutual written consent duly authorized by the Boards of Directors of the Parent and the Company; provided that, following the acceptance for payment of the Shares pursuant to the Offer, the affirmative vote of a majority of the Independent Directors shall be required for termination by the Company;

               (b) by either the Company or the Parent, if as a result of any of the Offer Conditions being incapable of being satisfied (i) the Merger Sub shall have failed to commence the Offer within 30 days following the date of this Agreement or (ii) the Offer shall have expired without any Shares being purchased pursuant thereto; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement or the Offer has been the cause of, or resulted in, the failure of the Shares to have been purchased pursuant to the Offer;

               (c) by either the Company or the Parent, if the Merger Sub has not accepted payment for the Shares pursuant to the Offer, on or before the Outside Offer Date; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to any party whose failure to fulfill any obligation under this Agreement or the Offer has been the cause of, or resulted in, the failure of the Offer to have been consummated by such date;

               (d) by either the Company or the Parent, if a Governmental Entity shall have issued an order, decree or ruling or taken any other action (including the failure to have taken an action), in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Offer or the Merger, which order, decree, ruling or other action is final and nonappealable;

               (e) by the Parent prior to the acceptance for payment of the Shares pursuant to the Offer, if a Company Triggering Event (as defined in this Section 8.1) shall have occurred;

               (f) by the Company prior to the acceptance for payment of the Shares pursuant to the Offer, (i) if the Merger Sub or the Parent shall have materially breached any of their respective covenants, obligations or other agreements under this Agreement, or (ii) if the representations and warranties of the Parent and the Merger Sub set forth in this Agreement shall not be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) at and as of the date of the Agreement and as of the date of termination of this

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Agreement (except to the extent expressly made as of an earlier date, in which case as of such date); provided, further that the breach of the covenant, obligation, agreement, representation or warranty is incapable of being or has not been cured by the Parent or the Merger Sub prior to or on the date which is 30 calendar days immediately following written notice by the Company to the Parent of such breach or failure to perform;

               (g) by the Parent prior to the acceptance for payment of the Shares pursuant to the Offer, (i) if the Company shall have materially breached any of its respective covenants, obligations or other agreements under this Agreement, or (ii) if the representations and warranties of the Company set forth in this Agreement shall not be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) at and as of the date of the Agreement and as of the date of termination of this Agreement (except to the extent expressly made as of an earlier date, in which case as of such date); provided, further that the breach of the covenant, obligation, agreement, representation or warranty is incapable of being or has not been cured by the Company prior to or on the date which is 30 calendar days immediately following written notice by the Parent to the Company of such breach or failure to perform; or

               (h) by the Company, if the Company accepts an Acquisition Proposal provided that the Company has not materially breached Section 6.1.

     For the purposes of this Agreement, a “Company Triggering Event” shall be deemed to have occurred if: (i) a Change of Company Recommendation shall have occurred for any reason, (ii) the Company shall have failed to include in the Preliminary Proxy, the Proxy/Information Statement or the Schedule 14D-9 the recommendation of its Board of Directors in favor of the adoption and approval of the Agreement and the approval of the Merger and that the stockholders of the Company accept the Offer, tender their Shares to the Merger Sub pursuant to the Offer, (iii) the Company Board of Directors fails to reaffirm (publicly, if so requested) its recommendation in favor of the adoption of this Agreement and the approval of the Merger and that the stockholders of the Company accept the Offer, tender their Shares to the Merger Sub pursuant to the Offer within 10 calendar days after the Parent requests in writing that such recommendation be reaffirmed, provided that Parent shall make such a request only upon a reasonable belief that the Company Board of Director’s recommendation may change or has changed; (iv) the Company Board of Directors or any committee thereof shall have approved or recommended any Acquisition Proposal, or (v) a tender or exchange offer relating to the Company’s securities shall have been commenced by a Person unaffiliated with the Parent and the Company shall not have sent to its security-holders pursuant to Rule 14e-2 promulgated under the Exchange Act, within ten Business Days after such tender or exchange offer is first published, sent or given, a statement disclosing that the Board of Directors of the Company recommends rejection of such tender or exchange offer.

          Section 8.2 Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon the delivery of a written notice of the terminating party to the other party hereto. In

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the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect, except (i) as set forth in Section 6.2(a), this Section 8.2, Section 8.3 and Article IX, each of which shall survive the termination of this Agreement and (ii) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

          Section 8.3 Fees and Expenses.

               (a) General. Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses whether or not the Merger is consummated; provided, however, that the Parent and the Company shall share equally any SEC filing fees and the filing fees for the Notification and Report Forms filed with the FTC and DOJ under the HSR Act and Joint Voluntary Notice with CFIUS under the Defense Production Act, and premerger notification and reports forms under similar applicable laws of other jurisdictions, in each case pursuant to Section 6.4(a).

               (b) Company Termination Fee.

                    (i) Payment by the Company. In the event that this Agreement is terminated

                         (1) by the Parent or the Company pursuant to Sections 8.1(c), the Company shall pay the Parent a fee equal to US Thirty Million Dollars ($30,000,000) in immediately available funds (the “Company Termination Fee”); provided, that: (A) such payment shall be made only if (I) the Offer was commenced, (II) all Offer Conditions other than the Minimum Condition were satisfied or waived upon expiration of the term of the Offer unless the failure to satisfy the Offer Conditions other than the Minimum Condition is the result of the Company’s intentional failure to fulfill any obligation under the Agreement, (III) prior to the expiration of the Offer, there was public disclosure of an Acquisition Proposal with respect to the Company, which Acquisition Proposal shall not have been withdrawn, terminated or otherwise abandoned prior to the termination of this Agreement and (IV) within 12 months following the termination of this Agreement a Superior Offer is consummated; and (B) such payment shall be made promptly, but in no event later than five (5) Business Days after the consummation of such Superior Offer;

                         (2) by the Parent pursuant to Section 8.1(e), the Company shall promptly, but in no event later than five Business Days after the date of such termination, pay the Parent the Company Termination Fee; or

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                         (3) by the Company pursuant to Section 8.1(h), the Company shall, as a condition precedent to such termination, pay the Parent the Company Termination Fee.

                    (ii) Expenses. In the event that (A) this Agreement is terminated by the Parent or the Company pursuant to Section 8.1 (c), (B) the Offer was commenced, (C) the Minimum Condition was not satisfied upon expiration of the term of the Offer, (D) prior to the expiration of the Offer there was public disclosure of an Acquisition Proposal with respect to the Company, which Acquisition Proposal shall not have been withdrawn, terminated or otherwise abandoned prior to the termination of this Agreement, (E) within 12 months following the termination of this Agreement, a Superior Proposal is consummated and (F) the Termination Fee is not otherwise payable pursuant to Section 8.3(b)(i), then the Company shall pay the Parent promptly following written request therefor an amount equal to the Parent’s and CACI International Inc’s documented out-of-pocket expenses (including attorneys’, accountants’ and financial advisors’ fees and any fees incurred by the Parent in connection with the transactions contemplated by this Agreement including the filing of the Schedule TO or the Proxy/Information Statement with the SEC and the filing of the (1) Notification and Report Forms with the FTC and DOJ under the HSR Act and the Defense Production Act; (2) the premerger notification and reports forms required under the competition laws of Germany; and (3) the negotiation of the DIG Purchase Agreement) up to a maximum amount of US Five Million Dollars ($5,000,000).

                    (iii) Interest and Costs; Other Remedies. The Company acknowledges that the agreements contained in this Section 8.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 8.3(b), and, in order to obtain such payment, the Parent makes a claim that results in a final judgment against the Company for the amounts set forth in this Section 8.3(b), the Company shall pay to the Parent its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 8.3(b) at the base rate of Citibank N.A. in effect on the date such payment was required to be made plus 2%.

                    (iv) Liquidated Damages. Parent, Merger Sub and the Company acknowledge and agree that payment of the fees and reimbursement of expenses described in this Section 8.3(b) shall be liquidated damages in lieu of actual damages except in the event of willful breach and that such amounts are reasonable and not a penalty.

          Section 8.4 Amendment. Subject to applicable Legal Requirements, this Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards of Directors, at any time before or after the Company Stockholders’ Approval is obtained, provided, after any such approval, no amendment shall be made which by law or in accordance with the rules of any relevant stock exchange requires further approval by such stockholders without such further stockholder

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approval. This Agreement may not be amended except by execution of an instrument in writing signed on behalf of each of the Parent, the Merger Sub and the Company.

          Section 8.5 Extension; Waiver. At any time prior to the Effective Time either party hereto, by action taken or authorized by its Board of Directors, may, to the extent legally allowed: (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

ARTICLE IX

GENERAL PROVISIONS

          Section 9.1 Non-Survival of Representations and Warranties. The representations and warranties of the Company, the Parent and the Merger Sub contained in this Agreement, or any instrument delivered pursuant to this Agreement, shall terminate at the Effective Time, and only the covenants that by their terms survive the Effective Time and this Article IX shall survive the Effective Time.

          Section 9.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date is not a Business Day) of transmission by telecopy or telefacsimile, or (iii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date is not a Business Day) if delivered by a nationally recognized courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a)	if to the Parent or the Merger Sub, to:
	CGI Group Inc.
	1130 Sherbrooke Street West, 5th Floor
	Montreal, Québec H3A2M8
	Attention: Serge Godin
	Telephone No.: (514) 841-3201
	Telecopy No.: (514) 841-3294
	with copies to:
	McCarthy Tétrault LLP

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	Le Windsor, 1170 Peel Street
	Montreal, Québec
	Canada H3B 4S8
	Attention: Jean -René Gauthier, Esquire
	Telephone No.: (514) 397-4100
	Telecopy No.: (514) 875-6246
	and
	Holland & Knight LLP
	100 North Tampa Street, Suite 4100
	Tampa, Florida 33602
	Attention: Robert J. Grammig, Esquire
	Telephone No.: (813) 227-8500
	Telecopy No.: (813) 229-0134
(b)	if to the Company, to:
	American Management Systems, Incorporated
	4050 Legato Road, 11th Floor
	Fairfax, VA 22033
	Attention: Alfred T. Mockett
	Telephone No.: (703) 267-5150
	Telecopy No.: (703) 267-8020
	with copies to:
	Arnold & Porter LLP
	1600 Tysons Boulevard, Suite 900
	McLean, Virginia 22102-4690
	Attention: Kevin J. Lavin, Esquire
	Telephone No.: (703) 720-7011
	Telecopy No.: (703) 720-7399

          Section 9.3 Interpretation; Certain Definitions.

               (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a section of this Agreement unless otherwise indicated. For purposes of this Agreement, the words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.” The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to “the business of” an entity, such reference shall be deemed to include the business of all such entity and its Subsidiaries, taken as a whole.

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               (b) For purposes of this Agreement, the term “Knowledge of the Company” means, with respect to any matter in question, the actual, current knowledge of such matter of any of the following employees of the Company: Alfred T. Mockett, Chairman and Chief Executive Officer; David R. Fontaine, Executive Vice President, General Counsel, Chief Risk Officer and Secretary; Garry Griffiths, Executive Vice President and Chief Human Resources Officer; Wick Keating, Senior Vice President and Chief Technology Officer; Donna Morea, Executive Vice President, Public Sector; James C. Reagan, Executive Vice President and Chief Financial Officer; David Sharman, Senior Vice President of Corporate Development; and Walter Howell, Executive Vice President, Commercial Sector; and Charlene Wheeless, Senior Vice President, Global Communications and Marketing.

               (c) For purposes of this Agreement, the term “Material Adverse Effect”, when used in connection with an entity, means any fact, change, event, violation, inaccuracy, circumstance or effect (any such item, an “Effect”), individually or when taken together with all other Effects that have occurred prior to the date of determination of the occurrence of the Material Adverse Effect, that is or would be reasonably expected to (i) be materially adverse to the business, assets (including intangible assets), liabilities, financial condition, prospects or results of operations of such entity taken as a whole with its Subsidiaries or (ii) prevent or materially alter or delay the consummation of the transactions contemplated by this Agreement, including the Offer, in accordance with the terms hereof and applicable Legal Requirements. Notwithstanding the foregoing, the term “Material Adverse Effect” when applied to the Company shall not include any Effect (a) relating to or resulting from economic or geopolitical conditions in general or changes in legal or regulatory conditions except to the extent that it has a disproportionate effect on the Company relative to other business entities engaged in the same line or lines of business as the Company (b) resulting from the execution or announcement of this Agreement, (c) resulting from any actions taken by Parent, Merger Sub, CACI International Inc., CACI, INC. — FEDERAL, Dagger Acquisition Corporation or any of their respective Affiliates after the date hereof and prior to the Closing Date that relate to, or affect, the business of the Company and its Subsidiaries, (d) resulting from compliance by the Company and its Subsidiaries with the terms of this Agreement or (e) resulting from any liability, cost or expense associated with, relating to or arising from the transactions contemplated by this Agreement or the DIG Purchase Agreement (including legal, accounting and financial advisory fees and disbursements).

               (d) For purposes of this Agreement, the term “Person” shall mean any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity.

               (e) For purposes of this Agreement, the term “Business Day” means any day on which banks are not required or authorized to close in Virginia or Québec.

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               (f) For the purposes of this Agreement, the term “Company Material Contract” means

                    (i) any “material contracts” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company and its Subsidiaries;

                    (ii) any Contract containing any covenant: (A) limiting the right of the Company or its Subsidiaries to engage in any material line of business, make use of any material Intellectual Property (via License Agreement or otherwise) or compete with any Person in any material line of business; (B) granting any exclusive distribution or supply rights; or (C) otherwise having an adverse effect on the right of the Company and its Subsidiaries to sell, distribute or manufacture any material products or services or to purchase or otherwise obtain any material software, components, parts or subassemblies; and

                    (iii) any Contract, or group of Contracts with a Person (or group of affiliated Persons), the termination or breach of which would be reasonably expected to have a Material Adverse Effect on any material division or business unit or other material operating group of product or service offerings of the Company or otherwise reasonably expected to have a Material Adverse Effect on the Company.

               (g) For purposes of this Agreement the term “Contract” means any written, oral or other agreement, contract, subcontract, settlement agreement, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect.

               (h) For the purposes of this Agreement, the term “Tax” (including “Taxes”) means (A) all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties and other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto; (B) any liability for payment of amounts described in clause (A) whether as a result of transferee liability, of being a member of an affiliated, consolidated, combined or unitary group for any period, or otherwise through operation of law; and (C) any liability for the payment of amounts described in clauses (A) or (B) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any other person.

          Section 9.4 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

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          Section 9.5 Entire Agreement; Third-Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Company Disclosure Schedule and the Parent Disclosure Schedule (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the Confidentiality Agreement shall continue in full force and effect until the Closing and shall survive any termination of this Agreement and (ii) are not intended to confer upon any other Person any rights or remedies hereunder, except as specifically provided, following the Effective Time, in Section 6.8. Without limiting the foregoing, it is expressly understood and agreed that the provisions of Section 6.7 are statements of intent and no Continuing Employee shall have any rights or remedies, including rights of enforcement, with respect thereto and no Continuing Employee or other Person is or is intended to be a third-party beneficiary thereof.

          Section 9.6 Severability. In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the greatest extent possible, the economic, business and other purposes of such void or unenforceable provision.

          Section 9.7 Other Remedies; Specific Performance.

               (a) Other Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.

               (b) Specific Performance. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

          Section 9.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

          Section 9.9 Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement

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and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

          Section 9.10 Assignment. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties. Any purported assignment in violation of this Section 9.10 shall be void. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, the Merger Sub reserves the right to transfer or assign, in whole or in part, to the Parent or to any affiliate of the Parent, the right to purchase Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Merger Sub of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

          Section 9.11 Consent to Jurisdiction; Waiver of Trial by Jury.

               (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware state court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware state court or, to the extent permitted by Law, in such Federal court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware state or Federal court, and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware state or Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.2. Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

               (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE

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TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11(b).

*****

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized respective officers as of the date first written above.

CGI GROUP INC., a corporation organized under the laws of the Province of Québec
By:	/s/ Serge Godin
Name:	Serge Godin
Title:	Chairman of the Board and Chief Executive Officer
CGI VIRGINIA CORPORATION, a Delaware corporation
By:	/s/ Serge Godin
Name: Title:	Serge Godin Chairman of the Board and Chief Executive Officer
AMERICAN MANAGEMENT SYSTEMS, INCORPORATED, a Delaware corporation
By:	/s/ Alfred T. Mockett
Name:	Alfred T. Mockett
Title:	Chairman and Chief Executive Officer

[SIGNATURE PAGE TO THE AGREEMENT AND PLAN OF MERGER]

Annex A

CONDITIONS TO THE OFFER

     Notwithstanding any other provision of the Offer, the Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the Merger Sub’s obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may postpone the acceptance for payment of and payment for Shares tendered, and, except as set forth in this Agreement, terminate the Offer as to any Shares not then paid for if (i) the Minimum Condition shall not have been satisfied at the scheduled expiration date of the Offer, (ii) any applicable waiting period under the HSR Act or the competition laws of Germany shall not have expired or been terminated, (iii) the period of time for any applicable review process by the CFIUS under the Defense Production Act shall not have expired or CFIUS shall have taken and not withdrawn any action or made and not withdrawn any recommendation to the President of the United Sates to block or prevent the consummation of the Offer or the Merger; (iv) the sale of the Defense and Intelligence Division has not been consummated pursuant to the terms of the DIG Purchase Agreement, or the DIG Gross Proceeds have not been loaned to Parent by the Company to the extent required pursuant to Section 6.10 of this Agreement (provided, however, that this subsection (iv) shall not serve as a condition to the acceptance of Shares tendered for payment if all conditions to the sale of the Defense and Intelligence Division have been satisfied or waived but for the closing of the Offer and the purchaser of the Defense and Intelligence Division is ready, willing and able to close upon the Merger Sub’s acceptance of the Shares tendered for payment, and provided, further, that this subsection (iv) shall be inapplicable if Parent fails to fulfill its obligations under Section 6.10 of this Agreement), or (v) immediately prior to the expiration of the Offer, any of the following conditions shall exist:

(a) there shall have been instituted by any Governmental Entity or any other Person and be pending, or threatened in writing by any Governmental Entity, any suit, action or proceeding against the Parent, the Merger Sub or the Company challenging or seeking (i) to make illegal, restrain or prohibit the making of the Offer, the acceptance for payment of, or payment for, any Shares by the Parent or the Merger Sub, or the consummation of the Merger transaction, (ii) to prohibit or limit materially the ownership or operation by the Company, the Parent, the Merger Sub or any of their affiliates of all or any material portion of the business or assets of the Company, the Parent or any of their affiliates, taken as a whole, or compel the Company, the Parent or any of their affiliates to divest a material portion of the business or assets of the Company, the Parent or any of their affiliates, taken as a whole, (iii) to impose or confirm limitations on the ability of the Parent, the Merger Sub or any other affiliate of the Parent to exercise full rights of ownership of any Shares, including, without limitation, the right to vote any Shares acquired by the Merger Sub pursuant to the Offer or otherwise on all matters properly presented to the Company’s stockholders, including, without limitation, the approval and adoption of this Agreement and the transactions contemplated by this Agreement, or (iv) to require divestiture by the Parent or the Merger Sub of any Shares; provided, that to the extent a Governmental Entity is not a party to the suit, action or

A-1

proceeding, the Parent reasonably believes, based on the advice of counsel in such proceeding, that such suit, action or proceeding has a reasonable likelihood of success;

(b) there shall have been entered, enforced, enacted or deemed applicable to (A) the Parent, the Merger Sub or the Company or (B) the Agreement, the Offer or the Merger, in any case, any statute, rule, regulation, legislation, judgment, order, injunction or decree that is reasonably likely to, directly or indirectly, result in any of the consequences referred to in clauses (i) through (iv) of paragraph (a) above.

(c) the representations and warranties of the Company set forth in the Agreement shall not be true and correct in all material respects (other than representations and warranties qualified by materiality or Material Adverse Effect, which shall be true in all respects) at and as of the date of this Agreement and the expiration of the Offer (except to the extent that such representations and warranties speak as of a specific date, in which case as of such specific date);

(d) the Company shall have breached any covenant, obligation or other agreement to be performed or complied by it under the Agreement where such breach materially hinders Merger Sub’s ability to consummate the Offer or would reasonably be expected to materially interfere with Merger Sub’s ability to assume the control and provide for the orderly transition of control of the business of the Company upon consummation of the Merger;

(e) the Agreement shall have been terminated in accordance with its terms;

(f) any of the following shall have occurred since the date of this Agreement and be continuing such that the consummation of the Offer and the other transactions contemplated by this Agreement are impracticable: (1) any general suspension of trading in, or limitation on prices for, securities on the Toronto Stock Exchange, the New York Stock Exchange or the NASDAQ, (2) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or Canada (whether or not mandatory), (3) a material adverse change in or material disruption of conditions in the market for syndicated bank credit facilities that would materially impair the ability to syndicate loans by banks or other financial institutions, including any limitation (whether or not mandatory) by any Governmental Entity on the extension of credit generally by banks or other financial institutions in the United States or Canada, or (4) a commencement or, if already commenced, a material worsening, of a war, armed hostilities or other national or international calamity directly or indirectly involving the United States or Canada or any terrorist activities which materially and adversely affects the Parent or the Company or CACI International, Inc. and DIG taken as a whole or (5) changes in legal or regulatory conditions to the extent such changes have a material, adverse and disproportionate impact on CACI International, Inc. relative to other business entities engaged in substantially the same line or lines of business;

(g) an Effect has occurred since the date of this Agreement that has had or would reasonably be expected to have a Material Adverse Effect on (i) the Company and its

A-2

Subsidiaries, taken as a whole, or (ii) the business of the Company and its Subsidiaries, taken as a whole, excluding the Defense and Intelligence Division but including the proceeds of the sale of the Defense and Intelligence Division pursuant to the DIG Purchase Agreement;

(h) a Company Triggering Event shall have occurred; provided, however, that Parent and Merger Sub shall be deemed to have waived this condition if not asserted within five (5) Business Days following the date of such Company Triggering Event; or

(i) the Merger Sub and the Company shall have agreed in writing that the Merger Sub shall terminate the Offer or postpone the acceptance for payment of or payment for Shares thereunder.

The foregoing conditions are for the benefit of the Merger Sub and the Parent and may be asserted by the Merger Sub or the Parent unless the circumstances giving rise to any such condition resulted from or arose out of or breach of the Agreement by the Parent or the Merger Sub, or may be waived by the Merger Sub or the Parent in whole or in part at any time and from time to time in their sole and absolute discretion.

The failure by the Parent or the Merger Sub at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and other circumstances shall not be deemed a waiver with respect to any other facts and circumstances; and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

A-3

INDEX OF DEFINED TERMS

	Page
1934 Act		12
1934 Act Rules		12
Acquisition Proposal		31
Action of Divestiture		35
Agreement		1
Annex A		2
Business Day		46
Certificate		9
Certificate of Merger		7
Certificates		9
CFIUS		33
Change of Company Recommendation		30
Closing		7
Closing Date		7
Code		10
Company		1
Company Balance Sheet		18
Company Charter Documents		14
Company Common Stock		1
Company Disclosure Schedule		13
Company Financials		18
Company Material Contract		47
Company Options		15
Company Plan		26
Company Preferred Stock		15
Company Purchase Plan		8
Company SEC Reports		18
Company Stock Option Plans		8
Company Stockholders’ Approval		16
Company Stockholders’ Meeting		11
Company Termination Fee		42
Company Triggering Event		41
Confidentiality Agreement		32
Contract		47
Costs		38
Covered Parties		38
Defense and Intelligence Division		35
Defense Production Act		17
Deferred Stock Units		36
DGCL		1
DIG Gross Proceeds		24
DIG Proceeds Loan		38
DIG Purchase Agreement		14

	Page
Dissenting Shares		11
DOJ		33
Effect		46
Effective Time		7
Exchange Act		12
FTC		33
GAAP		18
Governmental Entity		17
HSR Act		17
include		45
Indebtedness		27
Independent Directors		6
Knowledge of the Company		46
Legal Requirements		16
Liens		15
Material Adverse Effect		46
Merger		7
Merger Consideration		8
Merger Sub		1
Minimum Condition		2
NASDAQ		3
Necessary Consents		17
Offer		1
Offer Conditions		2
Offer Consideration		1
Offer Documents		3
Option Consideration		36
Outside Offer Date		3
Parent		1
Parent Charter Documents		22
Parent Disclosure Schedule		21
Paying Agent		9
Person		46
Proxy/Information Statement		12
Public Filing		13
Representatives		28
Restricted Stock		36
Rights		15
Rights Agreement		15
Schedule 14D-9		4
Schedule TO		3
SEC		3
Securities Act		18
Shares		1
Significant Subsidiary		14
Stockholder Tender and Voting Agreements		1

	Page
Subsidiary		14
Subsidiary Charter Documents		15
Superior Offer		31
Superior Offer Notice		29
Surviving Corporation		7
Tax		47
Taxes		47
Voting Debt		15

EX-2.1

exv2w1

EX-2.2

EXHIBIT 2.2
EXECUTION COPY

CACI International Inc
CACI, INC. — FEDERAL
Dagger Acquisition Corporation
American Management Systems, Incorporated
CGI Group Inc.
CGI Virginia Corporation

ASSET PURCHASE AGREEMENT

TABLE OF CONTENTS

Article 1 Definitions			2
	1.1 Certain Matters of Construction		2
	1.2 Cross References		2
	1.3 Certain Definitions		3
Article 2 The Purchase And Sale of Assets			7
	2.1 Purchase and Sale of Assets		7
	2.2 Excluded Assets		9
	2.3 Assumption of Specified Obligations		9
	2.4 Purchase Price		10
	2.5 Closing		10
	2.6 Instruments of Transfer		10
	2.7 Additional Actions		10
	2.8 Adjustment to Purchase Price		11
		2.8.1 Preparation of Closing Balance Sheet	11
		2.8.2 Review of Closing Balance Sheet	11
		2.8.3 Disputes	11
		2.8.4 Final Closing Balance Sheet	12
		2.8.5 Adjustments to the Purchase Price	12
Article 3 Representations And Warranties of Arrow			13
Article 4 Representations And Warranties Of Parent, Federal and Acquisition Sub			13
Article 5 Conduct Prior To The Closing Date			13
	5.1 Conduct of Business of Arrow		13
	5.2 Conduct of Business of Parent		15
Article 6 Additional Agreements			15
	6.1 Non-Solicitation and Superior Proposals		15
		6.1.1 Superior Offers	15
		6.1.2 No Solicitation	15
	6.2 Transition of Employees and Consultants		16
	6.3 Expenses		16
	6.4 Access and Information		17
	6.5 Public Disclosure		17
	6.6 Further Assurances		17
		6.6.1 Generally	17
		6.6.2 Novation of Contracts; Subcontracting; Maintenance of Corporate Existence of Arrow	17
	6.7 Tax Matters		18
		6.7.1 Allocation of Purchase Price	18
		6.7.2 Responsibility for Filing Tax Returns for Periods through Closing Date	18
		6.7.3 Audits	18

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		6.7.4 Cooperation on Tax Matters	19
		6.7.5 Certain Taxes	19
	6.8 Notification		20
	6.9 Accounts Receivable		20
	6.10 Preservation of Goodwill		20
	6.11 Assistance in Preparation of Financial Statements		20
	6.12 Regulatory Filings and Consents; Best Efforts		20
		6.12.1 Regulatory Filings	20
		6.12.2 Exchange of Information	21
		6.12.3 Notification	21
		6.12.4 Best Efforts	22
		6.12.5 Limitation on Divestiture	22
Article 7 Conditions Precedent			22
	7.1 Conditions Precedent to the Obligations of Each Party		22
		7.1.1 No Illegality; Consents	23
		7.1.2 No Injunction	23
	7.2 Conditions Precedent to Obligation of Parent, Federal and Acquisition Sub to Consummate the Transaction		23
		7.2.1 Representations and Warranties	23
		7.2.2 Agreements and Covenants	23
		7.2.3 Certain Conditions to the Merger Agreement	23
		7.2.4 Legal Opinions	24
		7.2.5 Ancillary Agreements	24
		7.2.6 Closing Documents	24
		7.2.7 Material Adverse Effect	24
	7.3 Conditions to Obligations of Arrow to Consummate the Transaction		24
		7.3.1 Representations and Warranties	24
		7.3.2 Agreements and Covenants	25
		7.3.3 Closing Documents	25
		7.3.4 Successful Acquisition	25
		7.3.5 Payment of Purchase Price	25
Article 8 Other Provisions			25
	8.1 Termination Events		25
	8.2 Notice and Effect of Termination		27
	8.3 Break-up Fee		27
	8.4 Notices		27
	8.5 Entire Agreement; Amendment		29
	8.6 Assignability		30
	8.7 Validity		30
	8.8 Specific Performance		30
	8.9 Governing Law		30
	8.10 Counterparts		30
	8.11 Non-Survival of Representations, Warranties and Covenants		30
	8.12 No Third Party Beneficiaries		30
	8.13 No Waiver		30

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ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement, dated as of March 10, 2004 (the “Agreement”), is made by and among CACI International Inc, a Delaware corporation (“Parent”), CACI, INC. — FEDERAL, a Delaware corporation and wholly-owned subsidiary of Parent (“Federal”), Dagger Acquisition Corporation (“Acquisition Sub”), a Delaware corporation and wholly-owned subsidiary of Federal, American Management Systems, Incorporated, a Delaware corporation (“Arrow”), CGI Group Inc., a Québec corporation (“Crossbow”) and CGI Virginia Corporation, a Delaware corporation and wholly-owned subsidiary of Crossbow (“Merger Sub”).

WITNESSETH

     WHEREAS, Arrow and certain of its Subsidiaries have heretofore provided information technology services to, and designed software for use by, various agencies of the United States Government involved with defense, the United States Intelligence Community (as comprised by Air Force Intelligence, Army Intelligence, the Central Intelligence Agency, Coast Guard Intelligence, the Defense Intelligence Agency, Marine Corps Intelligence, the National Geospatial-Intelligence Agency, the National Reconnaissance Office, the National Security Agency and Navy Intelligence, as well as the intelligence organizations and functions within the Department of Energy, the Department of Homeland Security, the Department of State, the Department of Treasury and the Federal Bureau of Investigation) and homeland security (consisting of all agencies of the United States Government included in the Department of Homeland Security as of the date hereof), either directly or through other parties that provide goods and/or services to such agencies (generally known as Arrow’s “Defense and Intelligence Group”) (together with all other operations of such Subsidiaries, the “Business”);

     WHEREAS, Acquisition Sub wishes to purchase certain assets and assume certain liabilities related to the Business, and Arrow wishes to sell such assets and assign such liabilities to Acquisition Sub (the “Transaction”);

     WHEREAS, Merger Sub intends to purchase all or substantially all of the capital stock of Arrow immediately upon the Closing of the Transaction and to operate those of Arrow’s businesses that Acquisition Sub does not purchase hereunder;

     WHEREAS, to facilitate Acquisition Sub’s assumption of the Business, Arrow, Crossbow, Acquisition Sub, Merger Sub and certain other parties, simultaneously with the execution hereof, are entering into agreements relating to (a) transitional services, (b) intellectual property, (c) the development and maintenance by Crossbow for the benefit of Acquisition Sub, and by Acquisition Sub for the benefit of Crossbow, of software for use by customers and (d) competition (the “Ancillary Agreements”);

     WHEREAS, to induce Acquisition Sub to enter into this Agreement and to consummate the transactions contemplated hereby, Arrow is agreeing to make certain representations and warranties, and perform certain covenants in connection herewith;

     NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby

acknowledged, the parties hereby agree as follows:

Article 1

Definitions

     1.1     Certain Matters of Construction. A reference to an article, section, exhibit or schedule shall mean an Article of, a Section in, or Exhibit or Schedule to, this Agreement unless otherwise expressly stated. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement which shall be considered as a whole. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Any agreement, instrument, law or regulation defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or law or regulation as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of laws and regulations) by succession of comparable successor laws or regulations and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. References to amounts in Dollars are to amounts in United States Dollars.

     1.2     Cross References. The following terms defined elsewhere in this Agreement in the Sections set forth below shall have the respective meanings therein defined:

Term	Definition
Acquisition Group	Section 6.2
Acquisition Sub	Preamble
Action of Divestiture	Section 6.12.5
Active Government Contract	Appendix A, Section A22.1
Agreement	Preamble
Ancillary Agreements	Recitals
Arrow	Preamble
Arrow Disclosure Schedule	Article 3
Auditor	Section 2.8.3
Balance Sheet Date	Appendix A, Section A5
Business	Recitals
Closing Balance Sheet	Section 2.8.1
Closing Date	Section 2.5
Closing	Section 2.5
Confidentiality Agreements	Section 6.5
Crossbow	Preamble
Dagger Assets	Section 2.1
Dagger Balance Sheet	Appendix A, Section A4

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Dagger Company	Appendix A, Section A2
Dagger Completed Engagements	Section 2.1.2
Dagger Contracts	Section 2.1.3
Dagger Engagements	Section 2.1.1
Dagger Financial Statements	Appendix A, Section A4
Dagger Government Contract	Appendix A, Section A22.2
Dagger Insurance Contracts	Appendix A, Section A18
Dagger Leases	Section 2.1.4
Dagger Obligations	Section 2.3
Dagger Proprietary Rights	Section 5.1(c)
Dagger Receivables	Section 2.1.9
Dagger Subsidiary	Appendix A, Section A2
Dagger Subsidiary Plans	Appendix A, Section A10.4(a)
Dagger Subsidiary Shares	Section 2.1.14
Dagger Tangible Assets	Section 2.1.8
Dagger Work-In-Process	Section 2.1.9
Employee List	Appendix A, Section A11.2
Excluded Assets	Section 2.2
FAR	Appendix A, Section A22.3
Federal	Preamble
Final Closing Balance Sheet	Section 2.8.4
Final Date	Section 8.1(g)
GAAP	Section 2.8.1
Governmental Entity	Appendix A, Section A3.2
HSR Act	Appendix A, Section A3.2
Intellectual Property Agreement	Section 2.1.6
Merger Sub	Preamble
Objections	Section 2.8.2
Parent	Preamble
Pension Plans	Appendix A, Section A10.1
Permits	Appendix A, Section A7
Purchase Price	Section 2.4
Reported Business	Appendix A, Section A4
Representatives	Section 6.1.2
Retained Operations	Recitals
Transaction	Recitals
Welfare Plan	Appendix A, Section A10.4(g)

     1.3     Certain Definitions. As used herein, the following terms shall have the following meanings:

Affiliate: with respect to any Person, any Person which, directly or indirectly, Controls, is Controlled by, or is under common Control with, such Person.

Affiliated Group: any affiliated group within the meaning of Code section 1504(a).

COBRA: the provisions of Section 4980B of the Code and Part 6 of Title I of ERISA.

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Code: the United States Internal Revenue Code of 1986, as amended from time to time.

contract: any contract, subcontract, basic ordering agreement, blanket purchase agreement, task order, letter contract or purchase order of any kind, including all amendments, modifications and options thereunder or relating thereto, but excluding any Employee Benefit Plan.

Control: (including with correlative meaning, Controlled by and under common Control with): as used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

Dagger Consultant: any Person listed on Schedule 1.3A, any Person retained to replace such scheduled Person, and any new consultant that Parent and Crossbow agree shall constitute a Dagger Consultant, but excluding any pre-Closing terminations.

Dagger Employee: any person listed on Schedule 1.3B, any person hired to replace such scheduled person, and any newly hired person who Parent and Crossbow agree is a Dagger Employee, but excluding any pre-Closing terminations.

Dagger Facilities: the physical locations subject to the Dagger Leases.

Dagger Material Adverse Effect: any materially adverse change in or effect on the financial condition, business, operations, assets (including intangible assets), properties, results of operations, prospects or liabilities of the Business (including any act by the Central Intelligence Agency or the Defense Security Service to invalidate, terminate, suspend or revoke any facilities security clearance under National Industrial Security Program Operating Manual related to the Business), when taken as a whole, from the state of the Business as and to the extent represented in Annex A hereto as of the date hereof, other than any change, effect, event, occurrence, state of facts or development (a) relating to or resulting from economic or geopolitical conditions in general (except to the extent such change or effect has a disproportionate impact on the Business relative to other business entities engaged in the same line or lines of business as the Business), (b) relating to or resulting from changes in legal or regulatory conditions (except to the extent such change or effect has a disproportionate impact on the Business relative to other business entities engaged in the same line or lines of business as the Business), (c) resulting from the execution or announcement of this Agreement, (d) resulting from any actions taken by Parent, Federal, Acquisition Sub or any of their Affiliates after the date hereof and prior to the Closing Date that relate to, or affect, the business of Arrow and the Dagger Subsidiaries, (e) resulting from compliance by Arrow and the Dagger Subsidiaries with the terms of this Agreement or (f) resulting from any liability, cost or expense associated with, relating to or arising from the transactions contemplated by this Agreement or the Merger Agreement (including legal, accounting and financial advisory fees and disbursements).

Dagger Material Contract: any Dagger Engagement or any contract to which any Dagger Subsidiary is a party (a) pursuant to which a Dagger Company is providing or has

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committed to provide in the future services and/or products on a fixed price basis, or (b) pursuant to which a Dagger Company is providing or has committed to provide in the future services and/or products in exchange for compensation to the Dagger Company in excess of $1,000,000. Notwithstanding the foregoing, the term Dagger Material Contract shall not include any contracts to which Karcher Group, Inc. is a party.

Employee Benefit Plan: any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other plan, agreement or arrangement involving direct or indirect compensation, including without limitation insurance coverage, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation.

Environmental Claim: any actual notice from a Governmental Entity or other third party alleging potential liability (including potential liability for investigatory costs, cleanup costs, response or remediation costs, natural resources damages, property damages, personal injuries, fines or penalties) arising out of, based on or resulting from (a) the presence, or release of any Material of Environmental Concern at any location, or (b) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law.

Environmental Laws: any and all Federal, state, local or foreign statutes, regulations, ordinances and common law relating to the protection of public health, safety or the environment in effect on the Closing Date and that are binding on any Dagger Company.

ERISA Affiliate: with respect to a party, any member (other than that party) of a controlled group of corporations, group of trades or businesses under common control or affiliated service group that includes that party (as defined for purposes of Section 414(b), (c) and (m) of the Code).

ERISA: the Employee Retirement Income Security Act of 1974, as amended.

Exchange Act: the Securities Exchange Act of 1934, as amended.

Government Contract: any prime contract with the United States Government and any contract with a prime contractor or higher-tier subcontractor under a prime contract with the United States Government.

Knowledge of Arrow: shall mean the actual, current knowledge of any of the following employees of Arrow: Alfred T. Mockett, Chairman and Chief Executive Officer; David R. Fontaine, Executive Vice President, General Counsel, Chief Risk Officer and Secretary; Garry Griffiths, Executive Vice President and Chief Human Resources Officer; Wick Keating, Senior Vice President and Chief Technology Officer, Donna Morea, Executive Vice President, Public Sector Group; James C. Reagan, Executive Vice President and Chief Financial Officer; David Sharman, Senior Vice President of Corporate Development; John Hillen, Senior Vice President, Public Sector Group; Michael Titmus, Vice President, Public Sector Group; Gil Guarino, Vice President, Public Sector Group; and Jennifer Felix, Vice President and Corporate Controller.

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Legal Requirement: any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

Liability: any liability or obligation, known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or otherwise, and whether due or to become due, including any liability for Taxes.

Materials of Environmental Concern: petroleum and its by-products and any and all other substances or constituents to the extent that they are regulated by, or form the basis of liability under, any Environmental Law.

Merger: the merger of Arrow and Merger Sub pursuant to the Merger Agreement.

Merger Agreement: That certain Agreement and Plan of Merger, dated as of the date hereof, by and among Arrow, Crossbow and Crossbow’s wholly-owned subsidiary.

Net Tangible Asset Value: The net value as of the Closing Date of the sum of (a) the total current assets of the Business (excluding (i) intercompany accounts and (ii) assets of R.M. Vredenburg & Co. that do not relate to the Business), (b) the net fixed assets and net purchased software, of the Business and (c) the other non-current assets of the Business (excluding net developed software, net intangibles, and goodwill); less the total liabilities of the Business, each as determined in accordance with GAAP.

Permitted Encumbrances: (a) Security Interests for current taxes, water and sewer charges and other statutory liens and trusts not yet due and payable or that are being contested in good faith, (b) Security Interests incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlords’ and mechanics’ liens and other similar liens arising in the ordinary course of business, (c) Security Interests on personal property leased under operating leases, (d) Security Interests, pledges or deposits incurred or made in connection with workmen’s compensation, unemployment insurance and other social security benefits, or securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, progress payments, surety and appeal bonds and other obligations of like nature, in each case incurred in the ordinary course of business, (e) pledges of or Security Interests on manufactured products as security for any drafts or bills of exchange drawn in connection with the importation of such manufactured products in the ordinary course of business, (f) Security Interests or other claims arising under Article 2 of the Uniform Commercial Code that are special property interests in goods identified as goods to which a contract refers, (g) Security Interests arising under Article 9 of the Uniform Commercial Code that are purchase money security interests, (h) any Security Interest, right, restriction, encumbrance or limitation imposed or created by or arising under any Ancillary Agreement, (i) as to any Dagger Lease or Dagger Facilities, those Security Interests and other restrictions affecting the interest of the lessor thereof, (j) those Security Interests and restrictions created by or arising under the terms of any Dagger Lease and (k) such Security Interests

6

or other imperfections or minor defects of title, easements, rights-of-way and other similar restrictions (if any) as are insubstantial in character, amount or extent, do not materially detract from the value or interfere with the present or proposed use of the properties or assets of the party subject thereto or affected thereby, and do not otherwise materially adversely affect or impair the business or operations of such party.

Person: an individual, a corporation, an association, a partnership, an estate, a trust or any other entity or organization.

Securities Act: the Securities Act of 1933, as amended.

Security Interest: any mortgage, pledge, lien, encumbrance, charge, or other security interest.

Subsidiary: With respect to any corporation, association, or other business entity, any corporation, association, or other business entity a majority (by number of votes on the election of directors or persons holding positions with similar responsibilities) of the shares of capital stock (or other voting interests) of which are owned, beneficially or of record, by the first corporation, association, or other business entity.

Tax Return: any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

Tax: any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

Treasury Regulation: a regulation promulgated by the United States Treasury Department under one or more provisions of the Code.

United States Government: the government of the United States or any agency, department, division, subdivision or office thereof.

Article 2

The Purchase And Sale of Assets

     2.1     Purchase and Sale of Assets. Upon and subject to the terms and conditions hereof, at the Closing, Arrow shall sell, transfer and assign to Acquisition Sub, and Acquisition Sub shall purchase and acquire from Arrow, all right, title and interest in and to the assets utilized in connection with the performance and technical and administrative support of the Business, including the following assets (the “Dagger Assets”), in each case free and clear of all

7

Security Interests, except Permitted Encumbrances:

          2.1.1     all contracts and other arrangements relating to the Business pursuant to which Arrow is providing goods and/or services, and all proposals, bids and offers for future such contracts and arrangements, including the contracts and other arrangements, proposals, bids and offers listed on Schedule 2.1.1 (the “Dagger Engagements”);

          2.1.2     all contracts and other arrangements pursuant to which Arrow formerly provided goods and/or services relating to the Business, excluding the contracts and other arrangements listed on Schedule 2.1.2 (the “Dagger Completed Engagements”);

          2.1.3     all other contracts relating to the Business and to which Arrow is a party, including employment agreements, nondisclosure agreements, teaming agreements, joint ventures, joint marketing agreements, consulting agreements and subcontracts (the “Dagger Contracts”), but excluding the Dagger Leases, regardless of whether Arrow has obtained any necessary consents to the assignment of such Dagger Contracts;

          2.1.4     all of the leases, subleases, licenses or other agreements for the use of physical locations listed on Schedule 2.1.4 (the “Dagger Leases”);

          2.1.5     all prepaid expenses, deposits, advances, other prepayments and related rights paid or obtained by Arrow relating to the Business, (other than those, if any, which constitute Excluded Assets under Section 2.2) that exist as of the Closing;

          2.1.6     all of the rights in or relating to intellectual property described in the Ancillary Agreement relating to intellectual property, the form of which is attached as Exhibit A (the “Intellectual Property Agreement”);

          2.1.7     all of Arrow’s training materials, speaking materials and sales or promotional materials that relate to the Business;

          2.1.8     all of Arrow’s tangible assets primarily relating to the Business (other than those tangible assets, if any, which constitute Excluded Assets under Section 2.2), including all furniture, fixtures, machinery, office and other equipment and leasehold improvements relating to the Business and all other tangible assets as materially listed on Schedule 2.1.8 (the “Dagger Tangible Assets”);

          2.1.9     all of Arrow’s accounts receivable and unbilled accounts receivable and work-in-process that relate to the Business (the “Dagger Receivables” and the “Dagger Work-In-Process,” respectively);

          2.1.10     all books, papers, ledgers, documents and records relating to the Dagger Assets, including all records and documents relating to the Dagger Engagements, the Dagger Contracts, the Dagger Receivables, the Dagger Work-In-Process and the Dagger Obligations (provided that Arrow may retain copies of such books, papers, ledgers, documents and records), as well as complete copies of all other books, papers, ledgers, documents and records relating to the Dagger Assets.

8

          2.1.11     all inventory and supplies related to the Business;

          2.1.12     all Permits relating to the Business or the Dagger Facilities, including the permits listed on Schedule 2.1.12, to the extent the same may be transferred; and

          2.1.13     all of Arrow’s other tangible and intangible assets related to the Business.

          2.1.14     all of Arrow’s capital stock and other voting interests in the Dagger Subsidiaries (collectively, the “Dagger Subsidiary Shares”).

     2.2     Excluded Assets. Notwithstanding Section 2.1, no interest of Arrow in or to the assets listed on Schedule 2.2 (the “Excluded Assets”) is being sold, assigned or otherwise transferred to Acquisition Sub.

     2.3     Assumption of Specified Obligations . At the Closing, Acquisition Sub shall agree to assume and perform after the Closing when and as they become due the obligations and liabilities of Arrow related to the Business, including the following (the “Dagger Obligations”):

          2.3.1     Arrow’s accounts payable, accrued expenses and deferred revenue relating to the Business through the Closing Date, such amounts to be calculated in a manner consistent with the Dagger Balance Sheet for the Reported Business, except that such amounts shall be for the Business.

          2.3.2     Arrow’s obligations after the Closing under the Dagger Engagements, the Dagger Completed Engagements, the Dagger Contracts and the Dagger Leases; and

          2.3.3     Arrow’s liabilities to Dagger Employees that are not covered by insurance held by Arrow or Crossbow, whether or not such persons actually become employees of Acquisition Sub.

     Except for the Dagger Obligations, Acquisition Sub is assuming no liabilities or obligations of Arrow in connection with this transaction, including (a) any liability or obligation of Arrow to any of its Subsidiaries or Affiliates (b) any liability or obligation of Arrow to any director, officer, employee or other agent of Arrow (other than the Dagger Employees), (c) any liability or obligation of Arrow under any contract, agreement or arrangement relating to the Business or the conduct thereof other than the Dagger Engagements, the Dagger Completed Engagements, the Dagger Contracts and the Dagger Leases, (d) any trade or practice liabilities or obligations of Arrow, (e) any liability or obligation of Arrow to any current, former or deceased employee of Arrow or any of its Subsidiaries or Affiliates (other than the Dagger Subsidiaries), other than the Dagger Employees, (f) any liability or obligation of Arrow or any of its Subsidiaries (other than the Dagger Subsidiaries) under any Employee Benefit Plan, or (g) any liability of Arrow for Taxes. Without limiting the generality of the foregoing, Arrow and its Subsidiaries (exclusive of the Dagger Subsidiaries) shall be solely responsible for payment and performance of all liabilities, obligations and amounts at any time owing by any of them before or after the Closing Date, whether direct or indirect, fixed or contingent, known or unknown, other than the Dagger Obligations.

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     The parties to this Agreement intend that any Liability of Arrow that is based on, or arises out of, facts or circumstances that existed prior to the Closing Date and is not primarily related to the Business shall not be assumed by Acquisition Sub and shall not be or become a Dagger Obligation except as expressly set forth herein. Without limiting the generality of the foregoing, no Liability of Arrow that is not primarily related to the Business shall be allocated or divided between the Business, on the one hand, and the business and operations being acquired by Crossbow and Merger Sub, on the other hand, unless expressly provided herein.

     The parties understand that Arrow will not assume the liabilities of the Dagger Subsidiaries, but that such liabilities shall be retained by the Dagger Subsidiaries.

     2.4     Purchase Price. The purchase price (the “Purchase Price”) to be paid by Acquisition Sub for the Dagger Assets shall be Four Hundred Fifteen Million Dollars ($415,000,000), subject to adjustment as provided below in Section 2.8. The payment of the Purchase Price shall be made in immediately available funds wired to one or more accounts designated by Arrow or by such other method as may be agreed by Arrow and Acquisition Sub.

     2.5     Closing. The closing of the purchase and sale of the Dagger Assets (the “Closing”) shall take place at the offices of Arnold & Porter LLP in McLean, Virginia, commencing at 9 a.m. local time on such date that is the first business day immediately following the satisfaction or waiver of all conditions to the obligations of the parties to consummate the transactions contemplated hereby (the “Closing Date”).

     2.6     Instruments of Transfer. Arrow shall effect the transfer of the Dagger Assets and the Dagger Obligations to Acquisition Sub at the Closing by such bills of sale, assignments, assumptions and other instruments of transfer as Acquisition Sub or its counsel deem necessary or appropriate to transfer full legal and beneficial title to the Dagger Assets free and clear of all Security Interests whatsoever except Permitted Encumbrances, and to transfer full responsibility for the Dagger Obligations. As appropriate, such documents shall contain customary warranties and covenants of title and shall be in form and substance acceptable to Acquisition Sub and its counsel.

     2.7     Additional Actions. At any time and from time to time after the Closing Date, (a) at the reasonable request of Acquisition Sub, Arrow shall execute and deliver to Acquisition Sub such other instruments of transfer, conveyance, assignment and confirmation and take such action as Acquisition Sub may reasonably deem necessary or desirable in order to transfer, convey and assign to Acquisition Sub and to confirm Acquisition Sub’s title to any of assets primarily utilized in connection with the performance and technical and administrative support of the Business inadvertently left in the control or possession of Arrow and all instruments, undertakings or other documents and take such other action as Acquisition Sub may reasonably deem necessary or desirable in order to have Arrow fully assume and be liable for any Liabilities of Arrow that are not Dagger Obligations and that were inadvertently assumed by Acquisition Sub, and (b) at the reasonable request of Arrow, Acquisition Sub shall execute and deliver to Arrow such other instruments of transfer, conveyance, assignment and confirmation and take such action as Arrow may reasonably deem necessary or desirable in order to transfer, convey and assign to Arrow and to confirm Arrow’s title to any of the Excluded Assets inadvertently transferred to Acquisition Sub and all instruments, undertakings or other

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documents and take such other action as Arrow may reasonably deem necessary or desirable in order to have Acquisition Sub fully assume and be liable for any Dagger Obligations that were inadvertently retained by Arrow.

     Prior to the first anniversary of the Closing Date, if either Crossbow or Acquisition Sub shall determine that an asset or liability of the Business was inappropriately included in or excluded from the definition of either the Dagger Assets or the Dagger Obligations, the party that makes such determination shall so advise the other party and Crossbow and Acquisition Sub shall in good faith endeavor to reach agreement with respect to such asset or liability.

     If a dispute arises under this Section 2.7, then within three (3) business days after a written request by either party, Federal’s President and Crossbow’s President of U.S. Operations shall promptly confer to resolve the dispute. If such persons cannot resolve such dispute, or either one of them determines that they are not making reasonable progress toward resolution of the dispute within the five (5) business day period immediately following the delivery of the written notice described above, then such dispute shall be settled by arbitration in the City of New York in accordance with the Rules of the American Arbitration Association by a single arbitrator, who shall be an attorney expert in the area of mergers and acquisitions, selected by Crossbow and Acquisition Sub (or, if the parties are unable to agree on the arbitrator within five (5) business days of commencing arbitration, such an expert selected by the Association). Judgment upon the award rendered under any such arbitration may be entered in any Court having jurisdiction thereof.

     2.8     Adjustment to Purchase Price

          2.8.1     Preparation of Closing Balance Sheet. As soon as reasonably practicable after the Closing Date (but not later than 60 days thereafter), Arrow shall prepare or cause to be prepared and shall deliver to Acquisition Sub a Closing Balance Sheet for the Business as of the opening of business on the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet shall be prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”).

          2.8.2     Review of Closing Balance Sheet. Acquisition Sub, upon receipt of the Closing Balance Sheet, shall (a) review the Closing Balance Sheet and (b) to the extent Acquisition Sub may deem necessary, make reasonable inquiry of Arrow and its accountants, relating to the preparation of the Closing Balance Sheet. Acquisition Sub and its employees and advisors shall have full access upon prior written notice and during normal business hours to the books, papers and records of Arrow and its accountants (if any are used), relating to the preparation of the Closing Balance Sheet in connection with such inquiry and the preparation of any objections thereto (“Objections”). The Closing Balance Sheet shall be binding and conclusive upon, and deemed accepted by, Acquisition Sub unless Acquisition Sub shall have notified Arrow in writing of any Objections thereto within 30 days after receipt of the Closing Balance Sheet. Acquisition Sub shall make the Dagger Employees and books and records of the Business available to Arrow as necessary for Arrow to prepare the Closing Balance Sheet.

          2.8.3     Disputes. In the event of Objections, Arrow shall have 20 days to review and respond to such Objections, and Acquisition Sub and Arrow shall attempt to resolve

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the differences underlying such Objections within 20 days following completion of Arrow’s review of such Objections. Disputes between Acquisition Sub and Arrow which cannot be resolved by them within such 20-day period shall be referred no later than such 20th day for decision to PricewaterhouseCoopers LLP or to a nationally recognized independent public accounting firm mutually selected by the Acquisition Sub and Arrow (the “Auditor”) (which firm shall not be any of (a) the independent public accountants of Parent, Federal and Acquisition Sub, (b) the independent public accountants used by Arrow prior to the Closing Date and (c) the independent public accountants of Crossbow), who shall act as arbitrator and determine, based solely on presentations by Acquisition Sub and Arrow and only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Balance Sheet requires adjustment. The Auditor shall deliver its written determination to Acquisition Sub and Arrow no later than the 30th day after the remaining differences underlying such Objections are referred to the Auditor, or such longer period of time as the Auditor reasonably determines is necessary. The Auditor’s determination shall be conclusive and binding upon the parties. The fees and disbursements of the Auditor shall be allocated equally between Acquisition Sub and Arrow. Acquisition Sub and Arrow shall make readily available to the Auditor all relevant information, books and records and any work papers relating to the Closing Balance Sheet and all other items reasonably requested by the Auditor. In no event may the Auditor’s resolution of any difference be for an amount which is outside the range of Acquisition Sub’s and Arrow’s disagreement.

     2.8.4     Final Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties upon the earliest of (a) Acquisition Sub’s failure to object thereto within the period permitted under Section 2.8.2, (b) the agreement between Acquisition Sub and Arrow with respect thereto and (c) the decision by the Auditor with respect to any disputes under Section 2.8.3. The Closing Balance Sheet, as adjusted pursuant to the agreement of the parties or decision of the Auditor, when final and binding is referred to herein as the “Final Closing Balance Sheet.”

     2.8.5     Adjustments to the Purchase Price. As soon as practicable (but not more than five business days) after the date on which the Final Closing Balance Sheet shall have been determined in accordance with this Section 2.8, (a) Arrow shall pay to Acquisition Sub in immediately available funds the amount, if any, by which the Net Tangible Asset Value on the Final Closing Balance Sheet is less than $50,000,000 (Fifty Million Dollars), or (b) Acquisition Sub shall pay to Arrow in immediately available funds the amount, if any, by which the Net Tangible Asset Value on the Final Closing Balance Sheet is greater than $60,000,000 (Sixty Million Dollars); provided, that no payment made pursuant to this Section 2.8.5 shall exceed the amount of $10,000,000 (Ten Million Dollars). Any payment made pursuant to this Section 2.8.5 shall constitute an immediate adjustment of the Purchase Price in such amount. For the avoidance of doubt, the existence or possible existence of any adjustment to the Purchase Price, Objection, pendency or resolution of any dispute pursuant to this Section 2.8 or any issue pertaining to the Closing Balance Sheet shall not in any way impact, hinder, prevent or otherwise delay Crossbow’s obligation to consummate the transactions contemplated in the Merger Agreement.

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Article 3

Representations And Warranties of Arrow

     Arrow represents and warrants to Parent, Federal and Acquisition Sub as set forth in Appendix A, subject to those exceptions disclosed in writing in the disclosure schedules supplied by Arrow to the Parent on or before the date hereof, and certified by a duly authorized officer of Arrow (the “Arrow Disclosure Schedule”). For purposes of the representations and warranties of Arrow contained herein, each exception set forth in the Arrow Disclosure Schedule and each other response to this Agreement set forth in the Arrow Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific individual section of this Agreement, and disclosure in any section of the Arrow Disclosure Schedule of any facts or circumstances shall be deemed to be adequate response and disclosure of such facts or circumstances with respect to all representations and warranties by Arrow calling for disclosure of such information if it is reasonably apparent on the face of the Arrow Disclosure Schedules that such disclosure is applicable; provided, however, that Arrow represents and warrants that it has made a good faith effort to include cross-references to other portions thereof where applicable. Arrow has not made and is not making any disclosures of classified information except to Parent personnel with proper security clearances. The inclusion of any information in any section of the Arrow Disclosure Schedule or other document delivered by Arrow pursuant to this Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever. All references in Appendix A to a Schedule not otherwise provided for in this Agreement shall be a reference to the comparable section of the Arrow Disclosure Schedule.

Article 4

Representations And Warranties Of Parent, Federal and Acquisition Sub

     Parent, Federal and Acquisition Sub, jointly and severally, represent and warrant to Arrow as set forth in Appendix B.

Article 5

Conduct Prior To The Closing Date

     5.1     Conduct of Business of Arrow. During the period from the date hereof and continuing until the earlier of (x) the termination of this Agreement pursuant to its terms or (y) the Closing Date, Arrow shall, and shall cause each of the Dagger Subsidiaries to, except as otherwise expressly contemplated by this Agreement or to the extent that the Parent shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted, and use all commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization and workforce used in the Business; and (ii) preserve its relationships with the Business’ customers, suppliers, licensors, licensees, and others with which it has business dealings in the Business. In addition, without limiting the generality of Section 5.1, except as permitted by the terms of this Agreement, and except as provided in Schedule 5.1, without the

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prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned or delayed), during the period from the date hereof and continuing until the earlier of (x) the termination of this Agreement pursuant to its terms or (y) the Closing Date, Arrow shall not do, and shall not permit its Subsidiaries to:

     (a)     take any action or make any omission that would require the consent of Crossbow under clauses (i) to (xix), inclusive, of Section 5.1(b) of the Merger Agreement, it being understood that such clauses shall be applicable herein, for the benefit of Parent, to the same extent as if fully set forth herein, it being further understood that, unless the context otherwise requires, capitalized terms used in such clauses but not defined therein shall have the respective meanings ascribed to them in the Merger Agreement, and cross-references used in such clauses shall be to the referenced sections of the Merger Agreement;

     (b)     pay, discharge or satisfy any claim, obligation or Liability in excess of $200,000 in any one case, other than the payment, discharge or satisfaction in the ordinary course of business of obligations reflected on or reserved against in the Dagger Balance Sheet, or incurred since the date of the Dagger Balance Sheet in the ordinary course of business consistent with past practices or in connection with this transaction;

     (c)     dispose of, permit to lapse, or otherwise fail to preserve its rights to use the Dagger Proprietary Rights (as defined in the Intellectual Property Agreement; hereinafter the “Dagger Proprietary Rights”) or enter into any settlement regarding the breach or infringement of, any Dagger Proprietary Rights, or modify any existing rights with respect thereto, other than in the ordinary course of business consistent with past practices, and other than any such disposal, lapse, failure, settlement or modification that does not have and could not reasonably be expected to have a Dagger Material Adverse Effect or would affect the accuracy, as of time (past, present or future) of the representations set forth in the Intellectual Property Agreement, other than as otherwise expressly contemplated by this Agreement;

     (d) sell, or grant any right to exclusive use of, all or any part of the Dagger Proprietary Rights;

     (e) enter into any contract or commitment or take any other action that is not in the ordinary course of its business or could reasonably be expected to have an adverse impact on the transactions contemplated hereunder or that would have or could reasonably be expected to have a Dagger Material Adverse Effect;

     (f) amend in any material respect any agreement to which it is a party, the amendment of which will have or could reasonably be expected to have a Dagger Material Adverse Effect;

     (g) waive, release, transfer or permit to lapse any claim or right (i) that has a value, or involves payment or receipt by it, of more than $200,000 (except in the ordinary course of business and insofar as the foregoing relate to the Business) or (ii)

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the waiver, release, transfer or lapse of which would have or could reasonably be expected to have a Dagger Material Adverse Effect;

     (h)     enter into agreements with third party integrators to assist Arrow with implementation of Arrow proprietary software except to the extent terminable on less than 30 days’ notice without cost;

     (i)     except in the ordinary course of business and insofar as the following relates to the Business, pay, discharge or satisfy any claims, obligations or Liabilities; waive, release, transfer or permit to lapse any claims or rights; or make any loans, advances or capital contributions to, or investments in, any other Person (other than as permitted pursuant to Section 5.1(b)(x)(A) or (B) of the Merger Agreement), where the amount of such claims, rights, obligations, Liabilities, loans, advances, capital contributions and investments in the aggregate exceeds $2,000,000; or

     (j)     agree, whether in writing or otherwise, to take any action described in this Section 5.1.

     5.2     Conduct of Business of Parent. Between the date of this Agreement and the Closing Date or the date, if any, on which this Agreement is earlier terminated pursuant to its terms, none of Parent, Federal or Acquisition Sub shall, except to the extent that Arrow shall otherwise consent in writing (such consent not to be unreasonably withheld), take any action that would materially impair Acquisition Sub’s ability to pay the Purchase Price or otherwise to perform its obligations under this Agreement. Further, between the date of this Agreement and the Closing Date or the date, if any, on which this Agreement is earlier terminated pursuant to its terms, Parent, Federal and Acquisition Sub shall, except to the extent that Arrow shall otherwise consent in writing (such consent not to be unreasonably withheld) promptly notify Arrow of any event, occurrence, act or omission that would, individually or in the aggregate, prevent, or materially hinder or delay, the Closing.

Article 6

Additional Agreements

     6.1     Non-Solicitation and Superior Proposals

          6.1.1     Superior Offers. Arrow shall comply with the terms and conditions of Section 6.1 of the Merger Agreement and shall provide Parent copies of any notice sent by Arrow to Crossbow pursuant to Section 6.1 of the Merger Agreement.

          6.1.2     No Solicitation. Each of Crossbow and Parent agrees that prior to the one-year anniversary of the date hereof, neither it nor any of its Subsidiaries nor any of their respective officers, directors, advisors, agents, accountants, consultants, employees, investment bankers and legal counsel (collectively, “Representatives”) shall directly or indirectly: (i) solicit, initiate, or knowingly encourage, facilitate or induce any inquiry with respect to, or the making, submission or announcement of, any acquisition proposal to purchase all or substantially all of the Business or the business and operations being acquired by Crossbow and Merger Sub, as the

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case may be; (ii) participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any such acquisition proposal; (iii) engage in discussions with any Person with respect to any such acquisition proposal, except as to the existence of these provisions; (iv) approve, endorse or recommend any such acquisition proposal; or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any acquisition proposal or any transaction contemplated thereby. Crossbow or Parent, as the case may be, shall immediately terminate, and shall cause each of its Subsidiaries and its and their Representatives to immediately terminate, all activities, discussions or negotiations, if any, with any third party with respect to, or any that could reasonably be expected to lead to or contemplate the possibility of, an acquisition proposal. Crossbow or Parent, as the case may be, shall promptly request that each person which has heretofore executed a confidentiality agreement with Crossbow or Parent, as the case may be, or any of its Affiliates or Subsidiaries or any of its or their Representatives with respect to such Person’s consideration of a possible acquisition proposal to promptly return or destroy (which destruction Crossbow or Parent, as the case may be, shall request be certified in writing by such person) all confidential information heretofore furnished by Crossbow or Parent, as the case may be, or any of its Affiliates or Subsidiaries or any of its or their Representatives to such person or any of its Affiliates or Subsidiaries or any of its or their Representatives.

     6.2     Transition of Employees and Consultants. Within five (5) days prior to Closing, Arrow shall provide an updated Employee List, containing the name of each employee of the Business, and each person’s level title, role, starting date, annual salary and target bonus, together with a listing of the level of security clearance for such employees. Parent, Federal, Acquisition Sub or one of their Affiliates shall offer to employ or retain as a consultant effective as of 12:00 A.M. on the date immediately following the Closing Date each Dagger Employee and each Dagger Consultant employed by (or providing consulting to) Arrow as of the Closing Date. Arrow shall cooperate with Parent to facilitate meetings (to occur at mutually agreed upon times and locations) between (a) Dagger Employees and Dagger Consultants and (b) representatives of Parent, Federal and Acquisition Sub, so as to permit Parent, Federal and Acquisition Sub to discuss with such Dagger Employees and Dagger Consultants employment or a consulting relationship, as the case may be, with Acquisition Sub, Federal, Parent, a Dagger Subsidiary or one of their Affiliates (the “Acquisition Group”) as well as other matters relating to planning for the post-Closing integration of the Business into the Acquisition Group. Subject to applicable Legal Requirements, Arrow shall make a good faith effort to encourage the Dagger Employees and the Dagger Consultants to accept employment or a consulting relationship, as the case may be, with the Acquisition Group, and, as of 11:59 p.m. on the Closing Date, shall terminate the employment or consulting relationship of all Dagger Employees and Dagger Consultants, as the case may be. All Dagger Employees and Dagger Consultants employed by (or providing consulting services to) a Dagger Subsidiary shall, subject to Section 6.2.2, retain their employment or consulting relationship with such Dagger Subsidiary immediately following the Closing Date.

     6.3     Expenses. Each party hereto shall be responsible for its own costs and expenses in connection with the Transaction, including fees and disbursements of consultants, brokers, finders, investment bankers and other financial advisors, counsel and accountants.

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     6.4     Access and Information. The Dagger Companies shall afford to Parent, Federal, Acquisition Sub and to a reasonable number of their respective officers, employees, accountants, counsel and other authorized representatives full and complete access as may be reasonably requested, upon reasonable advance telephone notice, during regular business hours, throughout the period prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, to the Dagger Companies’ offices, properties, books and records, and the Dagger Companies shall use reasonable efforts to cause their representatives and independent public accountants to furnish to Acquisition Sub such additional financial and operating data and other information as to their businesses, customers, vendors and properties as Acquisition Sub may from time to time reasonably request. Notwithstanding the foregoing, all visits to any office of any Dagger Company will be coordinated and conducted so as to not be disruptive to the operations of such Dagger Company and to preserve the confidentiality of the Transaction. In addition, Arrow will facilitate meetings between Parent, Federal and Acquisition Sub and the Dagger Companies’ significant customers so as to permit Parent, Federal and Acquisition Sub to discuss the announced Transaction with such customers.

     6.5     Public Disclosure. Immediately following the execution of this Agreement, Parent, Arrow and Crossbow each shall disseminate the press releases attached as Exhibit B. Except as otherwise required by law (including disclosures necessary or advisable to ensure compliance with applicable securities laws), no party hereto shall make any other public disclosure of information regarding the transactions contemplated herein prior to the Closing without the consent of each of Parent, Arrow and Crossbow, each of which consents shall not be unreasonably withheld or delayed. The parties acknowledge that Parent and Crossbow have previously executed a Confidentiality Agreement dated as of December 16, 2003 and that Parent and Arrow have previously executed a letter agreement regarding confidentiality dated January 7, 2004 (collectively, the “Confidentiality Agreements”), which Confidentiality Agreements shall continue in full force and effect in accordance with their respective terms notwithstanding any termination or abandonment of this Agreement or the Merger.

     6.6     Further Assurances

          6.6.1     Generally. Subject to terms and conditions herein provided and to the fiduciary duties of the board of directors and officers or representatives of any party, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated hereby. In case at any time any further action, including, without limitation, the obtaining of waivers and consents under any agreements, material contracts or leases and the execution and delivery of any licenses or sublicenses for any software, is necessary, proper or advisable to carry out the purposes of this Agreement, the proper officers and directors or representatives of each party to this Agreement are hereby directed and authorized to use commercially reasonable efforts to effectuate all required action, except to the extent that greater efforts are required pursuant to Section 6.12.

          6.6.2     Novation of Contracts; Subcontracting; Maintenance of Corporate Existence of Arrow. Each party agrees to use commercially reasonable efforts to effect the novation of, or change of name with respect to, each Dagger Government Contract that may

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require novation or a change of name under its terms or under applicable laws or regulations, and further agrees to provide all documentation necessary to effect each such novation or change of name, including all instruments, certifications, requests, legal opinions, audited financial statements, and other documents required by Part 42 of the Federal Acquisition Regulation to effect a novation of any contract with the United States Government. In particular and without limiting the generality of the foregoing, Arrow shall continue to communicate with responsible officers of the United States Government from time to time as may be appropriate and permissible, to request speedy action on any and all requests for consent to novation or change of name. Notwithstanding the foregoing, Arrow makes no representation or warranty that any such novation of, or change of name with respect to, any Dagger Government Contract will in fact be obtained.

     With respect to each Dagger Government Contract that requires novation or a change of name, prior to such novation or change of name, Arrow will engage Acquisition Sub as subcontractor under such contract, agree to take all reasonable instruction from Acquisition Sub as Arrow’s conduct under such contract and promptly pay to Acquisition Sub the full amount of its receipts under such contract.

     Arrow shall not terminate its existence until all of the Government Contracts of the Dagger Companies have either terminated or duly transferred to Acquisition Sub.

     6.7     Tax Matters

          6.7.1     Allocation of Purchase Price. Acquisition Sub and Arrow agree that the Purchase Price and the liabilities of Arrow assumed by Acquisition Sub to which the Dagger Assets are subject (plus other relevant items) will be allocated to the Dagger Assets for all purposes (including Tax and financial accounting purposes) as shown on Schedule 6.7.1. Acquisition Sub and Arrow shall have prepared such allocation schedule in accordance with Code section 1060 and the Treasury regulations thereunder. Parent, Acquisition Sub and Arrow will file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation schedule.

          6.7.2     Responsibility for Filing Tax Returns for Periods through Closing Date. Arrow shall include the income of the Dagger Subsidiaries (including any deferred items triggered into income by Reg. § 1.1502-13 and any excess loss account taken into income under Reg. § 1.1502-19) on Arrow’s consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income. For all taxable periods ending on or before the Closing Date, Arrow shall cause the Dagger Subsidiaries to join in Arrow’s consolidated federal income tax return and, in jurisdictions requiring separate reporting from Arrow, to file separate company state and local income tax returns. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law.

          6.7.3     Audits. Arrow shall allow Parent and its counsel to participate, at Parent’s expense, in any audit of Arrow’s consolidated federal income Tax Returns to the extent that such returns related to any Dagger Subsidiary. Arrow shall not settle any such audit in a manner which would adversely affect any Dagger Subsidiary after the Closing Date without the

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prior written consent of Parent, which consent shall not unreasonably be withheld.

          6.7.4     Cooperation on Tax Matters

     (a)     Acquisition Sub and Arrow shall cooperate fully, as and to the extent reasonably requested by any party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon another party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis, at no cost to any Parent, Federal or Acquisition Sub, to provide additional information and explanation of any material provided hereunder. Arrow and Crossbow agree (i) to retain all books and records with respect to Tax matters pertinent to Arrow relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (including any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give Acquisition Sub reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Acquisition Sub so requests, allow Acquisition Sub to take possession of such books and records.

     (b)     Acquisition Sub and Arrow further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

     (c)     Acquisition Sub and Arrow further agree, upon request, to provide any other party with all information that either party may be required to report pursuant to section 6043 of the Code and all Treasury Department Regulations promulgated thereunder.

          6.7.5 Certain Taxes. All transfer, documentary, sales, use, stamp, registration (and any penalties or interest relating thereto) incurred in connection with this Agreement shall be paid by Parent when due, and all other Taxes and fees (and any penalties or interest relating thereto) shall be paid by Arrow or Crossbow when due. To the extent that Arrow and Crossbow are required by law to remit sales taxes to any Governmental Entity, Parent shall pay to Arrow or Crossbow all sales taxes (and any penalties or interest relating thereto) incurred in connection with this Agreement when due, which Arrow or Crossbow, as the case may be, shall remit timely to the appropriate Government Entities. Should any Government Entity adjust the sales tax (or any penalties or interest relating thereto) incurred in connection with this Agreement by any means, including by audit or assessment, Parent shall pay to Arrow or Crossbow such adjustment when due, which Arrow or Crossbow, as the case may be, shall remit to the appropriate Government Entities. Parent will, at its own expense, prepare and file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration taxes, and Crossbow and Arrow will, at their own expense, prepare and file all necessary Tax Returns and other documentation with respect to all other Taxes and fees, and, if required by applicable law, each party hereto will (and will cause its Affiliates to)

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join in the execution of any such Tax Returns and other documentation.

     6.8     Notification. From the date hereof until the Closing Date, Arrow shall promptly disclose to Parent and Acquisition Sub in writing any material changes or variances from the representations and warranties contained in Article 3 promptly upon discovery thereof, in the form of “Updated Schedules” delivered to Parent, Federal and Acquisition Sub. From the date hereof until the Closing Date, Parent, Federal and Acquisition Sub shall promptly disclose to Arrow in writing any material variances from Parent’s, Federal’s and Acquisition Sub’s representations and warranties contained in Article 4.

     6.9     Accounts Receivable. Effective as of the Closing, Arrow hereby irrevocably constitutes and appoints Acquisition Sub its true and lawful attorney-in-fact, with full power of substitution, in its name, place and stead to endorse the name of Arrow on any checks and other remittances received on account of the Dagger Receivables and the Dagger Work-In-Process and to perform all other acts necessary or desirable to bill and collect the Dagger Receivables and amounts received with respect to the Dagger Work-In-Process for the account of Acquisition Sub. Arrow agrees that it shall, forthwith after receipt after the Closing, transfer and deliver to Acquisition Sub any cash or other property that Arrow may receive in respect of such Dagger Receivables or on account of the Dagger Work-In-Process, and any mail, checks or other documents received by Arrow relating to any of the Dagger Assets or Dagger Obligations transferred to Acquisition Sub hereunder, such cash, property, mail, checks and documents to be delivered in the form and condition in which received, except for the opening of any envelope or package. Arrow shall use commercially reasonable efforts to assist Acquisition Sub in the collection of the Dagger Receivables and all amounts receivable on account of the Dagger Work-In-Process after the Closing to the extent requested by Acquisition Sub to do so.

     6.10     Preservation of Goodwill. To the extent required by this Agreement, Arrow shall aid Acquisition Sub in its assumption of ownership and operation of the Business and, in connection therewith, shall endeavor in good faith to maintain its goodwill and reputation (and the goodwill and reputation of the Dagger Subsidiaries) with the suppliers, clients and creditors of the Dagger Companies and any others having business relations with them and in the business community generally.

     6.11     Assistance in Preparation of Financial Statements. It being understood that Parent shall be required to make disclosures following the Closing on Form 8-K pursuant to Item 7 thereof, Crossbow and Arrow shall provide Parent and its independent auditors reasonable access during normal business hours to their respective facilities and employees as Parent and its auditors reasonably request in advance in connection with their preparation and review of audited historical financial statements for the Business.

     6.12     Regulatory Filings and Consents; Best Efforts

          6.12.1     Regulatory Filings. Each of the parties hereto shall coordinate and cooperate with one another and shall each use best efforts to comply with, and shall each refrain from taking any action that would impede compliance with, all Legal Requirements, and, as promptly as practicable after the date hereof, each of the parties hereto shall make all filings, notices, petitions, statements, registrations, submissions of information, application or

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submission of other documents required by any Governmental Entity in connection with the Transaction and the transactions contemplated hereby, as well as the Merger and the transactions contemplated in connection therewith, including, without limitation: (a) Notification and Report Forms with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice as required by the HSR Act (it being understood that Parent shall bear the full cost of the fees relating to such filing), with the Committee on Foreign Investment in the United States as may be deemed appropriate under the Exon-Florio Amendment to Section 721 of the Defense Production Act of 1950, (b) any other filing or registration necessary to obtain any material consent, authorization or approval or otherwise required or advisable to consummate the Transaction or any of the transactions contemplated hereby, or the Merger or any of the transactions contemplated in connection therewith, (c) filings under any other comparable pre-merger notification forms required by the merger notification or control laws of any applicable jurisdiction, as agreed by the parties hereto, and (d) any filings required under the Securities Act, the Exchange Act, any applicable state or securities or “blue sky” laws and the securities laws of any foreign country, or any other Legal Requirement relating to the Transaction. Each party shall cause all documents that it is responsible for filing with any Governmental Entity under this Section 6.12.1 to comply in all material respects with all applicable Legal Requirements.

          6.12.2     Exchange of Information. Each of the parties hereto shall promptly supply the others with any information which may be required in order to effectuate any filings or application pursuant to Section 6.12.1. Except where prohibited by applicable Legal Requirements, and subject to the Confidentiality Agreements, each of the parties hereto shall consult with the other parties hereto prior to taking a position with respect to any such filing, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Entity by or on behalf of any party hereto in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby, or the Merger or any of the transactions contemplated in connection therewith (including under any antitrust or fair trade Legal Requirement), coordinate with the other in preparing and exchanging such information and promptly provide the other (and its counsel) with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such party with any Governmental Entity in connection with this Agreement or the transactions contemplated hereby, or the Merger or any of the transactions contemplated in connection therewith; provided, that with respect to any such filing, presentation or submission, no party need supply the other (or its counsel) with copies (or in case of oral presentations, a summary) to the extent that applicable Legal Requirements require such party to restrict or prohibit access to any such properties or information.

          6.12.3     Notification. Each of the parties hereto will notify the other promptly upon the receipt of: (a) any comments from any officials of any Governmental Entity in connection with any filings made pursuant hereto and (b) any request by any officials of any Governmental Entity for amendments or supplements to any filings made pursuant to, or information provided to comply in all material respects with, any applicable Legal Requirement. Whenever any event occurs that is required to be set forth in an amendment or supplement to any filing made pursuant to Section 6.12.1 the Parent, the Acquisition Sub or Arrow, as the case may

21

be, will promptly inform the other of such occurrence and cooperate in filing with the applicable Governmental Entity such amendment or supplement.

          6.12.4     Best Efforts. Each of the parties agrees to use best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transaction and the transactions contemplated hereby, as well as the Merger and the transactions contemplated in connection therewith, including using best efforts to accomplish the following: (a) the taking of all reasonable acts necessary to cause the conditions set forth in Article 7 to be satisfied; (b) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings with Governmental Entities, if any, and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity; (c) the obtaining of all necessary consents, approvals or waivers from third parties to the extent the failure to obtain any such consent, approval or waiver would prevent or materially hinder or delay any party’s ability to consummate the Transaction or any of the transactions contemplated hereby, or the Merger or any of the transactions contemplated in connection therewith; (d) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed (it being understood that the costs of such defense shall be borne equally by Parent and Arrow); and (e) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement.

          6.12.5     Limitation on Divestiture. Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall be deemed to require the Parent or Arrow or any Subsidiary or affiliate thereof to take or agree to take any Action of Divestiture. For purposes of this Agreement, an “Action of Divestiture” shall mean making proposals, executing or carrying out agreements or submitting to Legal Requirements providing for the license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets that are material to the Parent and its Subsidiaries or to the Business, each taken as a whole, or the holding separate of stock or assets or imposing or seeking to impose any limitation on the ability of the Parent, Arrow or any of its Subsidiaries, to conduct their respective businesses or own such assets or to acquire, hold or exercise full rights of ownership of the Business except to the extent not material to the Parent and its Subsidiaries, or the Business, each taken as a whole.

Article 7

Conditions Precedent

     7.1     Conditions Precedent to the Obligations of Each Party. The obligations of the parties hereto to effect the Transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, any of which conditions may be waived in writing prior to Closing by the party for whose benefit such condition is imposed:

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          7.1.1     No Illegality; Consents. There shall not have been any action taken, and no statute, rule or regulation shall have been enacted, by any state, federal or other (including foreign) government agency, including under the HSR Act or the Exon-Florio Amendment to Section 721 of the Defense Production Act of 1950, since the date of this Agreement that would prohibit or materially restrict the Transaction or any other material transaction contemplated hereby.

          7.1.2     No Injunction. No injunction or restraining or other order issued by a court of competent jurisdiction that prohibits or materially restricts the consummation of the Transaction contemplated hereby shall be in effect (each party agreeing to use all reasonable efforts to have any injunction or other order immediately lifted), and no action or proceeding shall have been commenced or threatened in writing seeking any injunction or restraining or other order that seeks to prohibit, restrain, invalidate or set aside consummation of the transactions contemplated hereby; provided, that to the extent a Governmental Entity is not a party to the suit, action or proceeding, Parent believes that such suit, action or proceeding has a reasonable likelihood of success.

     7.2     Conditions Precedent to Obligation of Parent, Federal and Acquisition Sub to Consummate the Transaction. The obligation of Parent, Federal and Acquisition Sub to consummate the Transaction shall be subject to the fulfillment at or prior to the Closing of the following additional conditions, any of which conditions may be waived in writing by Parent, Federal or Acquisition Sub prior to Closing:

          7.2.1     Representations and Warranties. (a) The representations and warranties of Arrow set forth in this Agreement and the representations and warranties of Arrow set forth in the Intellectual Property Agreement, taken as a whole, were true to the Knowledge of Arrow when made in all material respects, and (b) the representations and warranties of Arrow contained in Sections A1, A2, A3 and A23 of Appendix A shall be true and correct in all material respects as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; and Arrow shall have delivered to Parent a certificate to that effect, dated the Closing Date and signed on behalf of Arrow by each of the (a) Chairman and Chief Executive Officer and (b) Chief Financial Officer of Arrow.

          7.2.2     Agreements and Covenants. Arrow shall have performed in all material respects all of its agreements and covenants set forth herein that are required to be performed at or prior to the Closing Date, such that Acquisition Sub’s ability to assume the Business as of the Closing date shall not be impaired in any material respect; and Arrow shall have delivered to Parent a certificate to that effect, dated as of the Closing Date and signed on behalf of Arrow by each of the (a) Chairman and Chief Executive Officer and (b) Chief Financial Officer of Arrow.

          7.2.3     Certain Conditions to the Merger Agreement. None of the following shall have occurred since the date of this Agreement and be continuing such that consummation of the Transaction is impracticable: (a) any general suspension of trading in, or limitation on prices for, securities on the Toronto Stock Exchange, the New York Stock Exchange or the Nasdaq Stock Market, (b) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or Canada (whether or not mandatory), (c) a material adverse change in or material disruption of conditions in the market for syndicated bank credit facilities that would materially impair the ability to syndicate loans by banks or other financial institutions, including any limitation (whether or not

23

mandatory) by any Governmental Entity on the extension of credit generally by banks or other financial institutions in the United States or Canada, or (d) a commencement or, if already commenced, a material worsening, of a war, armed hostilities or other national or international calamity directly or indirectly involving the United States or Canada or any terrorist activities which materially and adversely affects (i) Crossbow, (ii) Arrow, or (iii) Parent and the Business, taken as a whole, or (e) changes in legal or regulatory conditions to the extent such changes have a material, adverse and disproportionate impact on Parent relative to other business entities engaged in substantially the same line or lines of business;

          7.2.4     Legal Opinions. Parent, Federal, Acquisition Sub and Bank of America, N.A. shall have received an opinion from Arnold & Porter LLP, counsel to Arrow, in substantially the form attached as Exhibit C and an opinion from Richards, Layton & Finger, P.A., counsel to Arrow, in substantially the form attached as Exhibit D.

          7.2.5     Ancillary Agreements. Each of the Ancillary Agreements shall have been duly executed by each party thereto.

          7.2.6     Closing Documents. Arrow shall have delivered to Parent the closing certificate described hereafter in this paragraph and such closing documents as the Parent shall reasonably request (other than additional opinions of counsel). The closing certificate, dated as of the Closing Date, duly executed by Arrow’s secretary, shall certify as to (a) the signing authority, incumbency and specimen signature of the signatories of this Agreement and other documents signed on behalf of Arrow in connection herewith, (b) the resolutions adopted by the board of directors of Arrow authorizing and approving the execution, delivery and performance of this Agreement and the other documents executed in connection herewith and the consummation of the transactions contemplated hereby and thereby and state that such resolutions have not been modified, amended, revoked or rescinded and remain in full force and effect, and (c) the charter documents and by-laws of Arrow.

          7.2.7     Material Adverse Effect. Arrow shall not have suffered a Dagger Material Adverse Effect since the date of this Agreement or, if not disclosed or reflected in any Schedule to this Agreement delivered on the date hereof, since the Balance Sheet Date.

     7.3     Conditions to Obligations of Arrow to Consummate the Transaction. The obligation of Arrow to consummate the Transaction shall be subject to the fulfillment at or prior to the Closing of the following additional conditions, any of which may be waived in writing by Arrow prior to Closing:

          7.3.1     Representations and Warranties. The representations and warranties of Parent, Federal and Acquisition Sub contained in Appendix B shall be true and correct in all material respects on and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; and Parent shall have delivered to Arrow a certificate to that effect, dated the date of the Closing and signed on behalf of Parent by each of the (a) Chairman of the Board, President and Chief Executive Officer and (b) Chief Financial Officer of Parent.

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          7.3.2     Agreements and Covenants. Parent, Federal and Acquisition Sub shall have performed in all material respects all of their agreements and covenants set forth herein that are required to be performed at or prior to the Closing Date; and Parent shall have delivered to Arrow a certificate to that effect, dated as of the Closing Date and signed on behalf of Parent by each of the (a) Chairman of the Board, President and Chief Executive Officer and (b) Chief Financial Officer of Parent.

          7.3.3     Closing Documents. Parent, Federal and Acquisition Sub shall have delivered to Arrow closing certificates of Parent, Federal and Acquisition Sub and such other closing documents as Arrow shall reasonably request (other than additional opinions of counsel). Each of the closing certificates of Parent, Federal and Acquisition Sub, dated as of the Closing Date, duly executed by the secretary of Parent, Federal and Acquisition Sub, respectively, shall certify as to (a) the signing authority, incumbency and specimen signature of the signatories of this Agreement and other documents signed on behalf of Parent, Federal and Acquisition Sub in connection herewith, (b) the resolutions adopted by the board of directors of Parent, Federal and Acquisition Sub authorizing and approving the execution, delivery and performance of this Agreement and the other documents executed in connection herewith and the consummation of the transactions contemplated hereby and thereby and state that such resolutions have not been modified, amended, revoked or rescinded and remain in full force and effect, and (c) the Certificate of Incorporation and By-Laws of Parent, the Certificate of Incorporation and By-Laws of Federal and the Certificate of Incorporation and By-Laws of Acquisition Sub.

          7.3.4     Successful Acquisition. All Offer Conditions (as defined in the Merger Agreement) shall have been satisfied and/or waived, and Crossbow or its Merger Sub shall have, on or before Closing, taken up and become unconditionally obligated to pay for the shares of common stock of Arrow tendered to Crossbow or Merger Sub in the Offer (as defined in the Merger Agreement).

          7.3.5     Payment of Purchase Price. Parent shall have tendered the Purchase Price to Arrow pursuant to the provisions of Section 2.4 hereof.

Article 8

Other Provisions

     8.1     Termination Events. This Agreement may be terminated and the Transaction abandoned at any time prior to the Closing Date:

     (a)     by mutual written consent of Parent, Arrow and Crossbow;

     (b)     by Parent, if (i) the representations and warranties of Arrow set forth in this Agreement and the representations and warranties of Arrow set forth in the Intellectual Property Agreement, taken as a whole, were to the Knowledge of Arrow materially untrue when made, (ii) any representation or warranty of Arrow set forth in this Agreement shall have become untrue such that the condition set forth in Section 7.2.1(b) would be incapable of being satisfied by the Final Date; provided, that none of Parent, Federal and Acquisition Sub have breached any of their respective

25

representations, warranties and obligations hereunder in any material respect; or (iii) there shall have been a breach by Arrow of any of its covenants or agreements hereunder such that the condition set forth in Section 7.2.2 would be incapable of being satisfied by the Final Date, and Arrow has not cured such breach within ten (10) business days after notice by Parent, Federal or Acquisition Sub thereof; provided that none of Parent, Federal and Acquisition Sub have breached any of their respective representations, warranties and obligations hereunder in any material respect; and, provided, further, that no cure period shall be required for a breach which by its nature cannot be cured;

     (c)     by Arrow, if (i) any representation or warranty of Parent, Federal or Acquisition Sub set forth in this Agreement shall have been materially untrue when made (ii) any representation or warranty of Parent, Federal or Acquisition Sub set forth in this Agreement shall have become untrue such that the condition set forth in Section 7.3.1 would be incapable of being satisfied by the Final Date; provided, that Arrow has not breached any of its representations, warranties and obligations hereunder in any material respect; or (iii) there shall have been a breach by Parent, Federal or Acquisition Sub of any of their respective covenants or agreements hereunder such that the condition set forth in Section 7.3.2 would be incapable of being satisfied by the Final Date, and Parent, Federal or Acquisition Sub, as the case may be, has not cured such breach within ten (10) business days after notice by Arrow thereof; provided that Arrow has not breached any of its representations, warranties and obligations hereunder in any material respect; and, provided, further, that no cure period shall be required for a breach which by its nature cannot be cured;

     (d)     by Arrow, if Parent, Federal or Acquisition Sub shall have withdrawn, modified or amended in any material respect its approval of this Agreement or the Transaction, or taken any public position inconsistent with its approval; provided, that Arrow has not breached any of its representations, warranties and obligations hereunder in any material respect;

     (e)     by any party hereto, if the Merger Agreement shall have been terminated in accordance with its terms;

     (f)     by either Parent or Arrow if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the Transaction; (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Transaction by any Governmental Entity which would make consummation of the Transaction illegal or which would prohibit Parent’s, Federal’s, Acquisition Sub’s or any of their respective Subsidiaries’ or Affiliates’ ownership or operation of all or any portion of the Business, the Dagger Assets or the assets and properties of the Dagger Subsidiaries, or compel Parent, Federal, Acquisition Sub or their respective Subsidiaries or Affiliates to dispose of or hold separate all or any material portion of their businesses, taken as a whole, as a result of the Transaction; or

     (g)     by either Parent or Arrow if the Transaction shall not have been consummated by the 75th day following the commencement of the Offer (as defined

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in and pursuant to the Merger Agreement) (the “Final Date”); provided, that the right to terminate this Agreement under this Section 8.1(g) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Date to occur on or before such date.

     8.2     Notice and Effect of Termination. Any termination of this Agreement under Section 8.1 above shall be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in this Section 8.1, this Agreement shall be of no further force and effect, except that (a) Sections 6.3, 6.5 and this Article 8 each shall survive the termination of this Agreement, and (b) nothing herein shall relieve any party from liability for any willful breach of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.

     8.3     Break-up Fee. If Arrow pays a “break-up” or similar fee to Crossbow, Crossbow shall immediately remit to Parent an amount equal to one-third of such fee. Crossbow hereby covenants with Parent that should Crossbow become entitled to receive a “break-up” or similar fee from Arrow, it will use its best efforts to collect such fee from Arrow, timely and in full. Parent shall be subrogated to Crossbow to the extent of one-third of any such fee to which Crossbow becomes entitled. In addition, if Crossbow becomes entitled under the Merger Agreement to reimbursement of expenses, Crossbow shall make payment to Parent as follows: (a) if Crossbow has expenses greater than $3,333,333, Crossbow shall promptly pay Parent’s expenses up to $1,666,667; and (b) if Crossbow has expenses of less than $3,333,333, Crossbow shall promptly pay Parent’s expenses up to the amount that is the difference between $5,000,000 and Crossbow’s expenses. For the purposes of this Section 8.3, “expenses” shall mean Crossbow’s and Parent’s documented out-of-pocket expenses (including attorneys’, accountants’, financial advisors’ fees and any fees incurred by Crossbow and Parent in connection with the Transaction and the transactions contemplated by the Merger Agreement, including the filing of the Schedule TO and the Proxy/Information Statement with the Securities and Exchange Commission and the filing of (a) the Notification and Report Forms with the Federal Trade Commission and the Department of Justice under the HSR Act and the Defense Production Act and (b) the premerger notification and report forms required under the competition laws of Germany. Crossbow acknowledges that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement. Accordingly, if Crossbow fails to pay in a timely manner the amounts due pursuant to this Section 8.3, and, in order to obtain such payment, Parent makes a claim that results in a final judgment against Crossbow for the amounts set forth in this Section 8.3, Crossbow shall pay to Parent its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 8.3 at the base rate of Citibank N.A. in effect on the date such payment was required to be made plus 2%. Parent and Crossbow acknowledge and agree that payment of the fees and other amounts described in this Section 8.3 shall be in lieu of damages except in the event of willful breach.

     8.4     Notices. All notices and other communications hereunder to any party shall be contained in a written instrument addressed to such party at the address set forth below or

27

such other address as may hereafter be designated in writing by the addressee to the addressor listing all parties and shall be deemed given (a) when delivered in person or duly sent by facsimile or electronic mail to a facsimile number or electronic mail address furnished by the addressee for the purpose of receiving notices and other communications or (b) two days after being duly sent by Federal Express or other recognized express courier service:

     To Parent, Federal and Acquisition Sub:

CACI International Inc
1100 North Glebe Road
Arlington, Virginia 22201
Attention:	Dr. J. P. London, Chairman of the Board,
	President and Chief Executive Officer
Facsimile:	(703) 522-6895

     with copies to:

Jeffrey P. Elefante

Executive Vice President, General Counsel and Secretary

CACI International Inc

1100 North Glebe Road

Arlington, Virginia 22201

Facsimile: (703) 841-2850

     and

Dean F. Hanley

Foley Hoag LLP

155 Seaport Boulevard

Boston, Massachusetts 02210

Facsimile: (617) 832-7000

     To Arrow before the Closing:

American Management Systems, Incorporated
4050 Legato Road
11th Floor
Fairfax, VA 22033
Attention:	Alfred T. Mockett
	Chairman and Chief Executive Officer
Facsimile:	703) 267-8020

     with copies to:

David R. Fontaine

Executive Vice President, General Counsel, Chief Risk Officer and Secretary

American Management Systems, Incorporated

4050 Legato Road

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11th Floor

Fairfax, VA 22033

Facsimile: (703) 267-7161

     and

Kevin J. Lavin

Arnold & Porter

1600 Tysons Boulevard

Suite 900

McLean, Virginia 22102

Facsimile: (703) 720-7399

     To Crossbow and Merger Sub, and after the Closing, Arrow:

CGI Group Inc.
1130 Sherbrooke Street West
5th Floor
Montréal, Québec H3A 2M8
Attention:	Serge Godin
	Chairman of the Board and Chief Executive Officer
Facsimile:	(514) 841-3294
with a copy to:
Jean-René Gauthier
McCarthy Tétrault LLP
Le Windsor
1170 Peel Street
5th Floor
Montréal, Québec H3B 4S8
Facsimile: (514) 875-6246

     8.5     Entire Agreement; Amendment. Unless otherwise herein specifically provided, this Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein (including the Ancillary Agreements) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, exclusive of the Confidentiality Agreements. Each party hereto acknowledges that, in entering this Agreement and completing the transactions contemplated hereby, such party is not relying on any representation, warranty, covenant or agreement not expressly stated in this Agreement or in the agreements among the parties contemplated by or referred to herein (including the Ancillary Agreements). This Agreement, and such other agreements among the parties contemplated by or referred to herein (including the Ancillary Agreements) may not be amended, except in a writing, signed by all parties to this Agreement, whether or not such party to this Agreement is a party to such other agreement. Arrow may not waive any of its rights hereunder without the written consent of Crossbow, which

29

consent shall not be unreasonably withheld or delayed. No party hereto shall amend the Merger Agreement without the consent of Parent, which consent shall not be unreasonably withheld or delayed.

     8.6     Assignability. This Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder, except as otherwise expressly provided herein. Neither this Agreement nor any of the rights and obligations of the parties hereunder shall be assigned or delegated, whether by operation of law or otherwise, without the written consent of all parties hereto.

     8.7     Validity. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, each of which shall remain in full force and effect.

     8.8     Specific Performance. The parties hereto acknowledge that damages alone may not adequately compensate a party for violation by another party of this Agreement. Accordingly, in addition to all other remedies that may be available hereunder or under applicable law, any party shall have the right to any equitable relief that may be appropriate to remedy a breach or threatened breach by any other party hereunder, including the right to enforce specifically the terms of this Agreement by obtaining injunctive relief in respect of any violation or non-performance hereof.

     8.9     Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its principles of conflicts of laws.

     8.10     Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same agreement. Signed counterparts of this Agreement may be delivered by facsimile or other electronic transmission, and such facsimile or other electronically transmitted counterpart shall constitute an original for all purposes binding against the party who so delivers its counterpart; provided, however, that such party shall use reasonable efforts to ensure that original signed counterparts of this Agreement are delivered to all other parties by overnight courier service within 2 business days of the date of this Agreement.

     8.11     Non-Survival of Representations, Warranties and Covenants. The representations and warranties of Arrow, Parent, Federal and Acquisition Sub contained in this Agreement, or any instrument delivered pursuant to this Agreement, shall terminate at the Closing, and only those covenants that by their express terms survive the Closing and this Article 8 shall survive Closing.

     8.12     No Third Party Beneficiaries. This Agreement will not confer any rights upon any Person other than the parties hereto and their respective successors and assigns.

     8.13     No Waiver. Unless otherwise specifically agreed in writing to the contrary; (i) the failure of any party at any time to require performance by the other of any provision of this Agreement shall not affect such party’s right thereafter to enforce the same; (ii) no waiver by any party of any default by any other shall be valid unless in writing and acknowledged by an

30

authorized representative of the non-defaulting party, and no such waiver shall be taken or held to be a waiver by such party of any other preceding or subsequent default; and (iii) no extension of time granted by any party for the performance of any obligation or act by any other party shall be deemed to be an extension of time for the performance of any other obligation or act hereunder.

[Remainder of page intentionally left blank]

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     IN WITNESS WHEREOF, the parties have duly executed this Asset Purchase Agreement under seal as of the date first above written.

CACI International Inc
By:		/s/	J. P. London
	J. P. London, Chairman of the Board,
	President and Chief Executive Officer

CACI, INC. — FEDERAL
By:		/s/	J.P. London
	J. P. London, Chairman of the Board,
	President and Chief Executive Officer

Dagger Acquisition Corporation
By:		/s/	J. P. London
	J. P. London, Chairman of the Board,
	President and Chief Executive Officer

American Management Systems, Incorporated
By:		/s/	Alfred T. Mockett
	Alfred T. Mockett
	Chairman and Chief Executive Officer

CGI Group Inc.
By:		/s/	Serge Godin
	Serge Godin
	Chairman of the Board
	and Chief Executive Officer

CGI Virginia Corporation
By:		/s/	Serge Godin
	Serge Godin
	Chairman of the Board
	and Chief Executive Officer

[Signature Page to Asset Purchase Agreement]

Appendix A

     A1     Corporate Status. Arrow is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with the requisite corporate power to own, operate and lease its properties and to carry on its business as now being conducted. Except as set forth on Schedule A1, Arrow is duly qualified or licensed to do business as a foreign corporation and is in good standing in all jurisdictions in which the character of the properties owned or held under lease by it or the nature of the business transacted by it makes qualification necessary, except where failure to be so qualified would be immaterial. Schedule A1 provides a list of the states and other jurisdictions in which (i) any Dagger Subsidiary is qualified to conduct business, (ii) any Dagger Facility is located or (iii) any Dagger Employee conducts business on behalf of the Business (excluding any conduct of business or performance of services at client locations).

     A2     Subsidiaries. R.M. Vredenburg & Co. and Karcher Group, Inc. constitute all of Arrow’s Subsidiaries involved with the Business (each a “Dagger Subsidiary,” and, collectively, the “Dagger Subsidiaries”). Arrow owns all of the capital stock and other equity interests of the Dagger Subsidiaries, and the date on which Arrow acquired or organized each such entity is listed opposite the name of such entity on such schedule. There are no outstanding subscriptions, options, warrants, conversion rights or other rights, securities, agreements or commitments obligating any Dagger Subsidiary to issue, sell or otherwise dispose of shares of its capital stock or other equity interests, or any securities or obligations convertible into, or exercisable or exchangeable for, any shares of its capital stock or other equity interests. There are no voting trusts or other agreements or understandings to which any of Arrow or any Dagger Subsidiary (Arrow and each Dagger Subsidiary each individually a “Dagger Company,” and, collectively, the “Dagger Companies”) is a party with respect to the voting of the shares of the capital stock or other equity interests of any Dagger Subsidiary and no Dagger Subsidiary is a party to, or bound by, any outstanding restrictions, options or other obligations, agreements or commitments to sell, repurchase, redeem or acquire any of its securities. Except as set forth on Schedule A2, each Dagger Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in all jurisdictions in which the character of the properties owned or held under lease by it or the nature of the business transacted by it makes qualification necessary, except where failure to be so qualified would be immaterial.

     A3     Authority for Agreement; Noncontravention

          A3.1     Authority. Arrow has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby to the extent of its obligations hereunder. Arrow’s execution and delivery of this Agreement and its consummation of the transactions contemplated hereby have been duly and validly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement and the other agreements contemplated hereby have been duly executed and delivered by Arrow and constitute valid and binding obligations of Arrow, enforceable against Arrow in accordance with their respective terms, subject to the qualifications that enforcement of the rights and remedies created hereby and thereby is subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws of general application

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affecting the rights and remedies of creditors, (b) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (c) the availability of specific performance or other equitable or legal remedies specified herein.

          A3.2     No Conflict. Except as set forth on Schedule A3.2, none of the execution, delivery or performance of this Agreement and Ancillary Agreements, nor the consummation of the transactions contemplated hereby or thereby will (a) conflict with or result in a violation of any provision of the charter documents or by-laws of any Dagger Company or (b) with or without the giving of notice or the lapse of time, or both, conflict with, or result in any violation or breach of, or constitute a default under, or result in any right to accelerate or result in the creation of any Security Interest pursuant to, or right of termination under, any provision of any Dagger Material Contract or any contract listed on Schedule A16.1 (or to the Knowledge of Arrow, any other contract, note, mortgage, indenture, lease, instrument or other agreement), Permit, concession, grant, judgment, order, decree, statute, ordinance, rule or regulation to which any Dagger Company is a party (and in each case which creates or gives rise to a Dagger Obligation) or by which any of the Dagger Assets or the assets or properties of any Dagger Subsidiary are bound, or which is applicable to any Dagger Company, any Dagger Assets or any of the assets or properties of any Dagger Subsidiary. Except to the extent that novation is required as further described in Section 6.6.2 above, except for filings that may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Exon-Florio Amendment to Section 721 of the Defense Production Act of 1950 or the competition laws of Germany, except as set forth on Schedule A3.2 and except for such consents, authorizations, filings, approvals and registrations which if not obtained or made would be immaterial, no authorization, consent or approval of, or filing with or notice to, any United States or foreign governmental or public body or authority (each a “Governmental Entity”) is necessary for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

     A4     Financial Statements. Attached as Schedule A4 are a consolidated balance sheet for the Reported Business as of December 31, 2003 and statement of operations for the year then ended. Collectively, the financial statements referred to in the immediately preceding sentence are sometimes referred to herein as the “Dagger Financial Statements” and the Reported Business’s balance sheet as of December 31, 2003 is referred to herein as the “Dagger Balance Sheet.” The Dagger Balance Sheet (including any related notes) fairly presents in all material respects the Reported Business’s financial position as of its date, and the statement of operations included in the Dagger Financial Statements (including any related notes) fairly presents in all material respects the Reported Business’s results of operations for the period therein set forth, each having been prepared and compiled in accordance with GAAP, it being understood that the Dagger Financial Statements have been prepared on a pro forma basis, reflecting the separation of the Reported Business from Arrow. “Reported Business” means the “Defense and Intelligence Group” of Arrow (excluding any business performed in Canada by a Dagger Company) together with the business of the Dagger Subsidiaries (including any federal civilian, state and local engagements of such Dagger Subsidiaries) on a consolidated basis. To the Knowledge of Arrow, there are no significant deficiencies or material weaknesses in the design or operation of Arrow’s internal controls which could adversely affect Arrow’s ability to record, process, summarize and report financial data relating to the Business. To the Knowledge of Arrow, there is no fraud relating to the Business, whether material or not, that involves

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management or other employees who have a significant role in Arrow’s internal controls.

     A5     Absence of Material Adverse Changes. Except as set forth on Schedule A5, since December 31, 2003 (the “Balance Sheet Date”), Arrow has not suffered a Dagger Material Adverse Effect, and, to the Knowledge of Arrow, there has not occurred or arisen any event, condition or state of facts of any character that would reasonably be expected to result in a Dagger Material Adverse Effect.

     A6     Absence of Undisclosed Liabilities. Except as set forth on Schedule A6, the Reported Business has no Liabilities that are not fully reflected or provided for on, or disclosed in the notes to, the balance sheets included in the Dagger Financial Statements, except (a) Liabilities incurred in the ordinary course of business since the Balance Sheet Date, none of which individually or in the aggregate has had or could reasonably be expected to be material, (b) Liabilities permitted or contemplated by this Agreement, (c) Liabilities not within the Knowledge of Arrow that are not required to be disclosed by Arrow under GAAP, (d) Liabilities for future performance under contracts, and (e) Liabilities expressly disclosed on the Schedules delivered hereunder.

     A7     Compliance with Applicable Law, Charter and By-Laws. Each Dagger Company has all requisite licenses, permits and certificates from all Governmental Entities necessary to conduct the Business as currently conducted, and to own, lease and operate their respective properties used in the Business in the manner currently held and operated (collectively, “Permits”), except as set forth on Schedule A7 and except for any Permits the absence of which, either singly or in the aggregate, is immaterial and would not reasonably be expected to have a material effect or prevent or materially delay the Closing. All of such Permits are in full force and effect. Each Dagger Company is in compliance in all material respects with the terms and conditions related to such Permits. There are no proceedings in progress, pending or, to the Knowledge of Arrow, threatened, which may result in revocation, cancellation, suspension, or any materially adverse modification of any of such Permits. The Business is not being, and has not been, conducted in violation of any applicable law, statute, ordinance, regulation, rule, judgment, decree, order, Permit, concession, grant or other authorization of any Governmental Entity. No Dagger Company is in default or violation of any provision of its charter documents or its by-laws where such default or violation is material.

     A8     Litigation and Proceedings. Except for any claim, action, suit or proceeding set forth on Schedule A8, (a) there is no investigation by any Governmental Entity with respect to the Business pending or, to the Knowledge of Arrow, threatened, nor has any Governmental Entity notified any Dagger Company an intention to conduct the same; (b) there is no claim, action, suit, arbitration or proceeding pending or, to the Knowledge of Arrow, threatened against or involving any Dagger Company and involving the Business, any of the Dagger Assets or any of the assets or properties of any Dagger Subsidiary, at law or in equity, or before any arbitrator or Governmental Entity; and (c) there are no judgments, decrees, injunctions or orders of any Governmental Entity or arbitrator outstanding against any Dagger Company (i) affecting the Business, the Dagger Assets or the assets or properties of any Dagger Subsidiary or (ii) which create a Dagger Obligation in each case to the extent that the resolution of such dispute or claim will be binding on Acquisition Sub or a Dagger Subsidiary or give rise to a Dagger Obligation.

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     A9     Tax Matters

          A9.1     Filing of Returns. Each Dagger Subsidiary has timely filed all Tax Returns that it was required to file, and Arrow has timely filed all Tax Returns with respect to the Business that it was required to file in each case taking into account all validly obtained extensions. All such Tax Returns were correct and complete in all material respects. All Taxes owed (whether or not shown on any Tax Return) by any Dagger Subsidiary, or by Arrow with respect to the Business, have been paid. To the extent that any Dagger Subsidiary has any Liability under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law) for Taxes due and payable by Arrow or any member of Arrow’s consolidated, combined, affiliated or unitary group, such Taxes have been paid. No Dagger Subsidiary is currently the beneficiary of any extension of time within which to file any Tax Return. No claim relating to the Business has ever been made by an authority in a jurisdiction where any Dagger Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction, which claims have not been resolved. There are no Security Interests on any of the Dagger Assets or on any assets of any Dagger Subsidiary that arose in connection with any failure (or alleged failure) to pay any Tax, other than Permitted Encumbrances.

          A9.2     Payment of Taxes. Each Dagger Subsidiary, and with respect to the Business, Arrow, has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party with respect to the Business.

          A9.3     Assessments or Disputes. To the Knowledge of Arrow, no Tax authority proposes to assess any additional Taxes upon any Dagger Subsidiary or upon Arrow with respect to the Business, in each case for any period for which Tax Returns have been filed. Except as described in written materials delivered to Acquisition Sub, there is no dispute or claim concerning any Tax Liability of any Dagger Subsidiary, or of Arrow with respect to the Business, either (a) claimed or raised in writing by any Tax authority or (b) to the Knowledge of Arrow, otherwise claimed or raised by any Tax authority, in each case to the extent that resolution of such dispute or claim will be binding upon Acquisition Sub or a Dagger Subsidiary after the Closing. Except to the extent otherwise described in written materials delivered to Acquisition Sub, Arrow has delivered to Acquisition Sub, or made available for review by Acquisition Sub, correct and complete copies of all income Tax Returns, examination reports and statements of deficiencies that were (i) filed by, assessed against or agreed to by or with respect to any Dagger Subsidiary and (ii) expressly included within a written due diligence request made by Acquisition Sub prior to the date hereof.

          A9.4     Waiver of Statute of Limitations. No Dagger Company has waived any statute of limitations in respect of Taxes that relate to the Business or agreed to any extension of time with respect to a Tax assessment or deficiency that relates to the Business, in each case to the extent that resolution of such assessment or deficiency will be binding upon Acquisition Sub or a Dagger Subsidiary after the Closing.

          A9.5     Collapsible Corporations, Golden Parachutes, Real Property Holding Corporations. No Dagger Subsidiary has filed a consent under Code section 341(f) concerning collapsible corporations. Except as set forth on Schedule A9.5, no Dagger

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Subsidiary is a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of (a) any “excess parachute payment” within the meaning of Section 280G of the Code (or any corresponding provision of state, local or foreign Tax law) and (b) any amount that will not be fully deductible as a result of Section 162(m) of the Code (or any corresponding provision of state, local, or foreign Tax law). No Dagger Subsidiary has been a United States real property holding corporation within the meaning of Code section 897(c)(2) during the applicable period specified in Code section 897(c)(1)(A)(ii). No Dagger Subsidiary is a party to any Tax allocation or sharing agreement under which such Dagger Subsidiary will have any liability after the Closing. No Dagger Subsidiary (A) has been a member of an Affiliated Group filing a consolidated federal income Tax Return (other than a group the common parent of which was Arrow) or (B) has any Liability for the Taxes of any Person (other than a member of an Affiliated Group the common parent of which was Arrow) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law). Prior to the applicable due date (including extensions), Arrow shall file a consolidated federal income tax return with the Dagger Subsidiaries, among other Persons, for the taxable year immediately preceding the current taxable year.

          A9.6     Unpaid Taxes. The unpaid Taxes of the Dagger Companies for which Acquisition Sub and/or the Dagger Subsidiaries shall be liable (a) did not, as of the date of the Dagger Balance Sheet, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) reflected in the Dagger Balance Sheet and (b) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Dagger Companies in filing their Tax Returns.

          A9.7     Unclaimed Property. No Dagger Company has any assets that may constitute unclaimed property under applicable law. The Dagger Companies have complied in all material respects with all applicable unclaimed property laws. Without limiting the generality of the foregoing, the Dagger Companies have established and followed procedures to identify any unclaimed property and, to the extent required by applicable law, remit such unclaimed property to the applicable governmental authority. The records of the Dagger Companies are adequate to permit a governmental agency or authority or other outside auditor to confirm the foregoing representations.

          A9.8     No Changes in Accounting, Closing Agreement, Installment Sale. No Dagger Subsidiary will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of any (a) change in method of accounting for a taxable period ending on or prior to the Closing Date under Code section 481(c) (or any corresponding or similar provision of state, local or foreign income Tax law), other than any such change required as a result of the transactions occurring at Closing pursuant to this Agreement; (b) “closing agreement” as described in Code section 7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (c) deferred intercompany gain or any excess loss account described in Treasury Regulations under Code section 1502 (or any corresponding or similar provision of state, local or foreign income Tax law); (d) installment sale or open transaction disposition made on or prior to the Closing Date; or (e) prepaid amount received on or prior to the Closing Date.

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          A9.9     Acquisitions. No Dagger Subsidiary has distributed stock of another Person, or has had its stock distributed by another Person in a transaction that was purported or intended to be governed in whole or in part by Code section 355 or Code section 361.

     A10     Employee Benefit Plans

          A10.1     List of Plans/Plan Determinations. Schedule A10.1 contains a complete list of all of the Dagger Companies’ employee pension benefit plans (as defined in Section 3(2) of ERISA) which are intended to be qualified under Section 401(a) of the Code, exempt from tax under Section 501(a) of the Code and that cover Dagger Employees or Dagger Consultants (the “Pension Plans”). No Dagger Subsidiary currently maintains or sponsors any employee pension benefit plan intended to be qualified under Section 401(a) of the Code exempt from tax under Section 501(a) of the Code other than any such plan that is also maintained or sponsored by Arrow and one or more of its Subsidiaries (other than the Dagger Subsidiaries) and that will not be maintained or sponsored by any Dagger Subsidiary after the Closing Date.

          A10.2     Title IV of ERISA. No Dagger Company and none of their respective ERISA Affiliates has incurred any material liability under Title IV of ERISA which will not have been satisfied in full prior to the Closing; there is no “accumulated funding deficiency” (whether or not waived) with respect to any Pension Plan maintained by any Dagger Company or any of their respective ERISA Affiliates and subject to Code section 412 or ERISA Section 302; with respect to any Pension Plan maintained by any Dagger Company or any of their respective ERISA Affiliates and subject to Title IV of ERISA, there has been (a) no “reportable event,” within the meaning of ERISA Section 4043, or the regulations thereunder, and (b) no event or condition which presents a material risk of plan termination or any other event that may cause any Dagger Company or any of their respective ERISA Affiliates to incur liability or have a lien imposed on its assets under Title IV of ERISA; and no Pension Plan maintained by any Dagger Company or any of their respective ERISA Affiliates and subject to Title IV of ERISA will have any “unfunded benefit liabilities” within the meaning of ERISA Section 4001(a)(18), as of the Closing Date, and, without any additional contributions being made to such Plan, the assets of such Plan are sufficient to satisfy all obligations of the Plan if the Plan were to terminate.

          A10.3     Multiemployer Plans. There has been no withdrawal by any Dagger Company or any of their respective ERISA Affiliates from any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA) within the six year period prior to the Closing Date as to which any liability arising therefrom has not been satisfied in full; and no Dagger Employees are covered by a multiemployer plan with respect to such employee’s employment in the Business.

          A10.4     Dagger Subsidiaries’ Plans

     (a)     Schedule A10.4(a) lists each material Employee Benefit Plan that (i) is sponsored, maintained, administered, contributed to or required to be contributed to by any of Dagger Subsidiaries or to which any of the Dagger Subsidiaries is a party, (ii) covers any current or former Dagger Employee, any director of any Dagger Subsidiary or any person formerly associated with the Business, and (iii) will continue to be sponsored, maintained or administered by a Dagger Subsidiary immediately following

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Closing (collectively, the “Dagger Subsidiary Plans”).

     (b)     Arrow has made available to Parent (i) accurate and complete copies of all Dagger Subsidiary Plan documents and all amendments thereto, and (if applicable) all current documents establishing or constituting any related trust, annuity contract, insurance contract or other funding instruments, and the most recent summary plan descriptions (if any) relating to such Dagger Subsidiary Plans, (ii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all Dagger Subsidiary Plans for which financial statements or actuarial reports are required or have been prepared, (iii) accurate and complete copies of all annual reports and summary annual reports for all Dagger Subsidiary Plans (for which annual reports are required) for the three most recent plan years, and (iv) its employee policies and procedures. Except as disclosed on Schedule A10.4(b), none of the Dagger Subsidiaries maintains or contributes to any Dagger Subsidiary Plan subject to Title IV of ERISA, nor does any Dagger Subsidiary have a current or contingent obligation to contribute to any multiemployer plan (as defined in Section 3(37) of ERISA).

     (c)     None of the Dagger Subsidiaries nor any ERISA Affiliate thereof has engaged in or been a party to any “prohibited transaction” as defined in Section 4975 of the Code and Section 406 of ERISA that could subject any Dagger Subsidiary or any ERISA Affiliate thereof to any material tax or penalty on “prohibited transactions” imposed by Section 4975 of the Code.

     (d)     Except as specifically provided in this Agreement or as set forth in Schedule A10.4(d), no Dagger Employee will become entitled to any material bonus, severance or similar benefit (including acceleration of vesting or exercise of an incentive award) that is contingent upon the occurrence of the transactions contemplated by this Agreement.

     (e)     To the Knowledge of Arrow, there are no pending or threatened actions, suits, proceedings, or claims against or relating to any Dagger Subsidiary Plans other than routine benefit claims by persons entitled to benefits thereunder, nor is any Dagger Subsidiary Plan the subject of any pending or, to the Knowledge of Arrow, threatened investigation or audit by the Internal Revenue Service, Department of Labor or the Pension Benefit Guaranty Corporation.

     (f)     All employee contributions, including elective deferrals, to any Dagger Subsidiary’s 401(k) plan have been segregated from the Dagger Subsidiary’s general assets and deposited into the trust established pursuant to the 401(k) plan in a timely manner in accordance with the “plan asset” regulations of the Department of Labor.

     (g)     With respect to any Dagger Subsidiary Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA (a “Welfare Plan”), (i) each Welfare Plan for which contributions are claimed by any Dagger Subsidiary as deductions under any provision of the Code is in material compliance with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare

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benefit fund (within the meaning of Section 419 of the Code) related to a Welfare Plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a material tax under Section 4976(a) of the Code to any Dagger Subsidiary, and (iii) any Dagger Subsidiary Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) materially complies with the applicable material requirements of COBRA, the Family and Medical Leave Act of 1993, the Health Insurance Portability and Accountability Act of 1996, the Women’s Health and Cancer Rights Act of 1996, the Newborns’ and Mothers’ Health Protection Act of 1996, or any similar provisions of applicable state law applicable to employees of Arrow or any of its Subsidiaries.

     (h)     Except as set forth on Schedule A10.4(h), (i) none of the Dagger Subsidiary Plans promises or provides retiree medical or other retiree welfare benefits to any person except as required by applicable law, and neither Arrow nor any Dagger Subsidiary has represented, promised or contracted to provide such retiree benefits to any employee, former employee, director, consultant or other person, except to the extent required by applicable law, and (ii) no Dagger Subsidiary Plan or employment agreement provides health benefits that are not insured through an insurance contract. Each Dagger Subsidiary Plan is amendable and terminable unilaterally by the Dagger Subsidiary at any time subject to applicable Legal Requirements and no Dagger Subsidiary Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to Dagger Employees by its terms prohibits the Dagger Subsidiary from amending or terminating any such Dagger Subsidiary Plan.

     A11     Employment-Related Matters

          A11.1     Labor Relations. Except to the extent set forth on Schedule A11.1: (a) no Dagger Company is a party to any collective bargaining agreement or other contract or agreement with any labor organization or other representative of employees of any Dagger Company that relates to or affects the Business; (b) there is no labor strike, work stoppage or lockout that affects the Business and that is pending or, to the Knowledge of Arrow, threatened against or otherwise affecting any Dagger Company, and no Dagger Company has experienced the same; (c) no Dagger Company has closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement or separation program since January 1, 2001 in a manner that would reasonably be expected to give rise to liability under the Worker Adjustment and Retraining Notification Act that would be or become a Dagger Obligation, and no Dagger Subsidiary Company has planned or announced any such action or program for the future with respect to the Business; and (d) all salaries, wages and annual leave due from any Dagger Company Subsidiary with respect to the Business before the date hereof have been paid or accrued as of the date hereof to the extent required under GAAP.

          A11.2     Employee and Consultant Lists

     (a)     Arrow has heretofore delivered to Acquisition Sub a list (the “Employee List”) dated as of March 9, 2004 containing the name of each Dagger Employee, and each such person’s level title, role, starting date, annual salary, target bonus, together with a list of such employees and their respective level of security

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clearance. No third party has asserted to Arrow any claim that either the continued employment by, or association with, any Dagger Company of any of the present Dagger Employees is or would reasonably be expected to be material to the Business contravenes any agreement or law applicable to unfair competition, trade secrets or proprietary information.

     (b)     Schedule 1.3A provides a materially accurate and complete list of the Dagger Consultants used in the Business. To the Knowledge of Arrow, the Dagger Consultants identified on Schedule 1.3A qualify as “independent contractors” under applicable laws.

          A11.3     Conduct of Directors and Officers. To the Knowledge of Arrow, no Person who, as of the date hereof, is an officer of any Dagger Company employed in the Business or a director of any Dagger Subsidiary has been involved in any of the events described in Item 401(f) of Regulation S-K under the Securities Act. For purposes of this Section A11.3, the “officer” shall have the meaning provided in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934.

     A12     Environmental

          A12.1     Environmental Laws. Except as would not give rise to a material Dagger Obligation and does not and will not otherwise materially affect the Business, any Dagger Asset or any asset or property of any Dagger Subsidiary, and except as set forth on Schedule A12.1, (a) each Dagger Company is and has been in compliance with all applicable Environmental Laws in effect on the date hereof; (b) no Dagger Company has received any written communication that alleges that it is or was not in compliance with all applicable Environmental Laws in effect on the date hereof; (c) to the Knowledge of Arrow there are no circumstances that may prevent or interfere with compliance in the future with any applicable Environmental Laws; (d) all Permits and other governmental authorizations currently held by the Dagger Companies pursuant to the Environmental Laws are in full force and effect, and each Dagger Company is in material compliance with all of the terms of such Permits and authorizations, and no other Permits or authorizations required pursuant to the Environmental Laws are required by any Dagger Company for the conduct of the Business on the date hereof; (e) such Permits will not be terminated or impaired or become terminable, in whole or in part, solely as a result of the transactions contemplated hereby; (f) the management, handling, storage, transportation, treatment, and disposal by the Dagger Companies of all Materials of Environmental Concern is and has been in compliance with all applicable Environmental Laws; and (g) there are no past or present actions or activities by any Dagger Company, or any circumstances, conditions, events or incidents, including the storage, treatment, release, emission, discharge, disposal or arrangement for disposal of any Material of Environmental Concern, whether or not by a Dagger Company, that would reasonably be expected to form the basis of any Environmental Claim against any Dagger Company or against any Person whose liability for any Environmental Claim any Dagger Company may have retained or assumed either contractually or by operation of law, including, without limitation, the storage, treatment, release, emission, discharge, disposal or arrangement for disposal of any Material of Environmental Concern or any other contamination or other hazardous condition, related to the premises at any time occupied by any Dagger Company.

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          A12.2     Environmental Claims. Except as would not give rise to a material Dagger Obligation and does not and will not otherwise affect the Business, any Dagger Asset or any asset or property of any Dagger Subsidiary, and except as set forth on Schedule A12.2, there is no Environmental Claim pending or, to the Knowledge of Arrow, threatened, against or involving any Dagger Company or against any Person whose liability for any Environmental Claim any Dagger Company has or may have retained or assumed either contractually or by operation of law. Without limiting the generality of the foregoing, except as set forth on Schedule A12.3, no Dagger Company has received any notices, demands, requests for information, investigations pertaining to compliance with or liability under Environmental Law or Materials of Environmental Concern, nor, to the Knowledge of Arrow, are any such notices, demands, requests for information or investigations threatened, except as would not give rise to a Dagger Obligation and does not and will not otherwise affect the Business, any Dagger Asset or any asset or property of any Dagger Subsidiary.

          A12.3     Disclosure of Information. Except as would not give rise to a Dagger Obligation and does not and will not otherwise affect the Business, any Dagger Asset or any asset or property of any Dagger Subsidiary, each Dagger Company has made, and during the period between the date of this Agreement and the Closing Date will continue to make, available to Acquisition Sub all environmental investigations, studies, audits, tests, reviews and other analyses conducted in relation to Environmental Laws or Materials of Environmental Concern that are in the possession, custody, or control of any Dagger Company and pertain to any Dagger Company or any property or facility now or previously owned, leased or operated by any Dagger Company.

          A12.4     Liens. No lien imposed relating to or in connection with any Environmental Claim, Environmental Law, or Materials of Environmental Concern has been filed or has been attached to any of the property or assets which are owned, leased or operated by any Dagger Company, except as would not give rise to a Dagger Obligation and does not and will not otherwise affect the Business, any Dagger Asset or any asset or property of any Dagger Subsidiary.

     A13     No Undisclosed Broker’s or Finder’s Fees. Except as set forth on Schedule A13, no Dagger Company has paid or become obligated to pay any fee or commission to any broker, finder, financial advisor or intermediary in connection with the transactions contemplated by this Agreement.

     A14     Assets Other Than Real Property

          A14.1     Title. Good and marketable title to each of the tangible assets used or intended for use in the Business as it is presently conducted is held by a Dagger Company and such title is in each case free and clear of any Security Interest, other than Permitted Encumbrances, except for (a) assets disposed of since the date of the Dagger Balance Sheet in the ordinary course of business and in a manner consistent with past practices, (b) Liabilities, obligations and encumbrances reflected in the Dagger Balance Sheet or otherwise in the Dagger Financial Statements and (c) Liabilities, obligations and Security Interests set forth on Schedule A14.1. Each tangible asset of any Dagger Company used or intended for use in the Reported Business that has or had a purchase price of $2,500 or more or that is otherwise material to the

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Reported Business is listed on Schedule 2.1.8.

          A14.2     Accounts Receivable. Except as set forth on Schedule A14.2, all Dagger Receivables and all receivables shown on the Dagger Balance Sheet and all receivables accrued by any Dagger Company since the date of the Dagger Balance Sheet, have been collected or are collectible in all material respects in the aggregate amount shown, less any allowances for doubtful accounts reflected therein, and, in the case of receivables arising since the date of the Dagger Balance Sheet, any additional allowance in respect thereof is consistent with the allowance reflected in the Dagger Balance Sheet. Parent, Federal and Acquisition Sub hereby acknowledge that the foregoing representation does not constitute a guarantee of collection.

          A14.3     Condition. All Dagger Tangible Assets are in good operating condition and repair, ordinary wear and tear excepted, and all such wear and tear taken in the aggregate is immaterial to the Business and does not affect the Business or affect Arrow’s obligation to perform under this Agreement.

     A15     Real Property

          A15.1     Dagger Real Property. No Dagger Company owns any real property used in the Business.

          A15.2     Dagger Leases. Complete copies of the Dagger Leases, and all material amendments thereto (which leases and amendments are identified on Schedule 2.1.4), have been made available by Arrow for inspection by Acquisition Sub. Except to the extent and as limited by the Dagger Leases, the Dagger Leases grant leasehold estates free and clear of all Security Interests (other than Permitted Encumbrances) and no Security Interest (other than Permitted Encumbrances) on any of the Dagger Facilities have been granted by or caused by the actions of any Dagger Company. The Dagger Leases are in full force and effect and are binding and enforceable against the Dagger Company that is a party thereto, and to the Knowledge of Arrow, each of the other parties thereto in accordance with their respective terms subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws of general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). Except as set forth on Schedule A15.2, neither any Dagger Company, nor, to the Knowledge of Arrow, any other party to any Dagger Lease, has committed a material breach or default under any Dagger Lease, nor has there occurred with respect to any Dagger Company, or, to the Knowledge of Arrow, any other party thereto, any event that with the passage of time or the giving of notice or both would constitute such a material breach or default. No material construction, alteration or other leasehold improvement work with respect to the Dagger Facilities covered by any Dagger Lease remains to be paid for or to be performed by any Dagger Company.

          A15.3 Condition. All buildings, structures, leasehold improvements and fixtures, or parts thereof included among the Dagger Facilities are to the Knowledge of Arrow in good operating condition and repair, ordinary wear and tear excepted.

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     A16     Agreements, Contracts and Commitments

          A16.1     Dagger Agreements. All Dagger Material Contracts and all other Dagger Engagements are listed on Schedule 2.1.1. Other than the contracts listed on Schedule 2.1.1 or Schedule A16.1, to the Knowledge of Arrow, there are no other contracts that (a) are materially necessary for the operation of the Business as currently conducted by any Dagger Company or (b) do or would materially restrict the operation of the Business as currently conducted by any Dagger Company (prior to the Closing) or Acquisition Sub and the Dagger Subsidiaries (after the Closing).

          A16.2     Validity. Except as set forth on Schedule A16.2, all Dagger Material Contracts, all contracts listed on Schedule A16.1, and to the Knowledge of Arrow, all other Dagger Engagements and Dagger Contracts, as well as all contracts to which any Dagger Subsidiary is a party, are valid and in full force and effect; neither any Dagger Company, nor to the Knowledge of Arrow, any other party thereto, has breached any provision of, or defaulted under the terms of any such Dagger Material Contract, Dagger Contract or Dagger Engagement, in any material respect, except where such breach or default has been cured or waived.

     A17     Employee Agreements. Except as set forth on Schedule A17, each Dagger Employee has executed the AMS Employee Confidentiality and Intellectual Property Rights Agreement in substantially the forms attached as Exhibit E, and to the Knowledge of Arrow, no Dagger Employee or Dagger Consultant in the course of the performance of his or her duties to Arrow is in violation of any term of any employment or consulting contract, proprietary information and inventions agreement, non-competition agreement, or any other contract or agreement relating to the relationship of any such employee, officer or consultant with any Dagger Company or any previous employer.

     A18     Insurance Contracts. The Dagger Companies maintain for the benefit of the Business contracts of insurance and indemnity (the “Dagger Insurance Contracts”) that insure against such risks, and are in such amounts, as are appropriate and reasonable considering the nature and operations of the Business and the property related thereto. All of the Dagger Insurance Contracts are in full force and effect, with no default thereunder by any Dagger Company which could permit the insurer to deny payment of claims thereunder. All premiums due and payable thereon have been paid and no Dagger Company has received notice from any of its insurance carriers that any insurance premiums will be materially increased in the future or that any insurance coverage provided under any of the Dagger Insurance Contracts will not be available in the future on substantially the same terms as now in effect. No Dagger Company has received or given a notice of cancellation with respect to any of the Dagger Insurance Contracts.

     A19     Banking Relationships. Schedule A19 shows the names and locations of all banks and trust companies in which any Dagger Subsidiary has accounts, lines of credit or safety deposit boxes or Arrow has accounts in each case where associated exclusively with Dagger Engagements, and, with respect to each such account, line of credit or safety deposit box, the names of all Persons authorized to draw thereon or to have access thereto, as well as the account and other numbers of designation thereof.

A-12

     A20     Absence of Certain Relationships. Except as set forth on Schedule A20, none of (a) any Dagger Company, (b) any officer of any Dagger Company, or (c) any member of the immediate family of any Person listed in clause (b) of this sentence, has any financial or employment interest in any subcontractor, supplier, or customer of any Dagger Company (other than holdings in publicly held companies of less than one percent (1%) of the outstanding capital stock of any such publicly held company) relating to the Business.

     A21     Foreign Corrupt Practices. No Dagger Company nor any of their respective officers, directors, agents, employees or other Persons acting on behalf of any Dagger Company has, in the conduct of the Business, used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Securities Exchange Act of 1934, as amended. Neither any Dagger Company nor any current director, officer, agent, employee or other Person acting on behalf of any Dagger Company, has, in the conduct of the Business, accepted or received any unlawful contributions, payments, gifts or expenditures.

     A22     Government Contracts

          A22.1     Generally. Each Dagger Material Contract, and to the Knowledge of Arrow each other Dagger Engagement, that is a Government Contract (each an “Active Government Contract”) is listed on Schedule 2.1.1 and identified as a Government Contract. Each Dagger Completed Engagement that is or was a Government Contract is referred to herein as a “Completed Government Contract.” Also listed on Schedule 2.1.1 and identified as a Government Bid is each outstanding quotation, bid or proposal for a Government Contract involving the Business. Listed on Schedule A22.1 is each Active Government Contract under which to the Knowledge of Arrow, any Dagger Company currently is experiencing, or is likely to experience, material cost, schedule, technical or quality problems.

          A22.2     Bids and Awards. To the Knowledge of Arrow, (i) each Active Government Contract and each Completed Government Contract (collectively, the “Dagger Government Contracts”) was legally awarded, (ii) no such Active Government Contract (or, where applicable, the prime contract with the United States Government under which such Government Contract was awarded) is the subject of bid or award protest proceedings, and (iii) no such Active Dagger Government Contract (or, where applicable, the prime contracts with the United States Government under which such Government Contract was awarded) is reasonably likely to become the subject of bid or award protest proceedings. To the Knowledge of Arrow, no facts exist which could give rise to a material claim for price adjustment under the Truth in Negotiations Act or to any other request for a material reduction in the price of any Dagger Government Contracts.

          A22.3     Compliance with Law and Regulation and Contractual Terms; Inspection and Certification. Each Dagger Company has complied in all material respects with all statutory and regulatory requirements pertaining to the Dagger Government Contracts to which it is a party, including the Armed Services Procurement Act, the Federal Procurement and Administrative Services Act, the Federal Acquisition Regulation (the “FAR”), the FAR cost principles and the Cost Accounting Standards. To the Knowledge of Arrow, each Dagger

A-13

Company has complied in all material respects with all terms and conditions, including (but not limited to) all clauses, provisions, specifications, and quality assurance, testing and inspection requirements of the Dagger Government Contracts, whether incorporated expressly, by reference or by operation of law. To the Knowledge of Arrow, all facts set forth in or acknowledged by any representations, certifications or disclosure statements made or submitted by or on behalf of any Dagger Company in connection with any Dagger Government Contracts and its quotations, bids and proposals for Government Contracts were current, accurate and complete in all material respects as of the date of their submission. To the Knowledge of Arrow, each Dagger Company has complied in all material respects with all applicable representations, certifications and disclosure requirements under all Dagger Government Contracts and each of its quotations, bids and proposals for Government Contracts. Each Dagger Company has developed and implemented a government contracts compliance program which includes corporate policies and procedures to ensure compliance with applicable government procurement statutes, regulations and contract requirements. To the Knowledge of Arrow, no facts exist which could reasonably be expected to give rise to liability to any Dagger Company under the False Claims Act which would reasonably be expected to result in a material Dagger Obligation. Except as described in Schedule A22.3, no Dagger Company has undergone or is undergoing any audit, review, inspection, investigation, survey or examination of records relating to any Dagger Government Contract (where such audit is either outside the ordinary course of business or would reasonably be expected to result in a material Dagger Obligation). No audit, review, inspection, investigation, survey or examination of records described in Schedule A22.3 has revealed any fact, occurrence or practice which could affect the assets, business or financial statements of any Dagger Company or any Dagger Company’s continued eligibility to receive and perform Government Contracts. To the Knowledge of Arrow, no Dagger Company has made any payment, directly or indirectly, to any Person in violation of applicable laws, including (but not limited to) laws relating to bribes, gratuities, kickbacks, lobbying expenditures, political contributions and contingent fee payments. To the Knowledge of Arrow, each Dagger Company has complied in all material respects with all applicable requirements under each Dagger Government Contract relating to the safeguarding of and access to classified information. Each Dagger Company’s cost accounting, purchasing, inventory and quality control systems are in material compliance with all applicable government procurement statutes and regulations and with the requirements of the Dagger Government Contracts (or any of them).

          A22.4     Disputes, Claims and Litigation. Except as described in Schedule A22.4, to the Knowledge of Arrow, there are neither any outstanding material claims or disputes against any Dagger Company relating to any Dagger Government Contract nor any facts or allegations that could give rise to such a claim or dispute in the future. Except as described in Schedule A22.4, to the Knowledge of Arrow, there are neither any outstanding material claims or disputes relating to any Dagger Government Contract which, if resolved unfavorably to a Dagger Company, would materially increase such Dagger Company’s cost to complete performance of such Government Contract above the amounts set forth in the estimates to complete previously prepared by Arrow and delivered to Acquisition Sub for each Dagger Government Contract, nor, to the Knowledge of Arrow, any reasonably foreseeable expenditures which would materially increase the cost to complete performance of any Dagger Government Contract above the amounts set forth in the estimates to complete described above. No Dagger Company has been or is now under any administrative, civil or criminal investigation or indictment disclosed to Arrow involving alleged false statements, false claims or other

A-14

misconduct relating to any Dagger Government Contract or quotations, bids and proposals for Government Contracts, and to the Knowledge of Arrow, there is no basis for any such investigation or indictment. No Dagger Company has been or is now a party to any administrative or civil litigation involving alleged false statements, false claims or other misconduct relating to any Dagger Government Contract or quotations, bids and proposals for Government Contracts, and to the Knowledge of Arrow, there is no basis for any such proceeding. Except as described in Schedule A22.4, neither the United States Government nor any prime contractor or higher-tier subcontractor under a Government Contract has withheld or set off, or attempted to withhold (other than the hold-backs pursuant to contracts in the ordinary course of business), or set off, material amounts of money otherwise acknowledged to be due to any Dagger Company under Dagger Government Contract. Except as described in Schedule A22.4, neither the United States Government nor any prime contractor or higher-tier subcontractor under an outstanding Government Contract has questioned or disallowed any material costs claimed by any Dagger Company under any Dagger Government Contract, and to the Knowledge of Arrow, there is no fact or occurrence that could be a basis for disallowing any such costs.

          A22.5     Sanctions. To the Knowledge of Arrow, neither the United States Government nor any prime contractor or higher-tier subcontractor under a Government Contract nor any other Person has notified any Dagger Company, in writing, of any actual or alleged violation or breach of any statute, regulation, representation, certification, disclosure obligation, contract term, condition, clause, provision or specification except where such violation or breach would reasonably be expected to be immaterial. No Dagger Company has received any show cause, cure, deficiency, default or similar notices relating to any Dagger Government Contract except where such violation or breach would reasonably be expected to be immaterial. No Dagger Company or any director, officer, employee, consultant or Affiliate thereof has been or is not now suspended, debarred, or proposed for suspension or debarment from government contracting, and to the Knowledge of Arrow, no facts exist which could cause or give rise to such suspension or debarment, or proposed suspension or debarment. No determination of non-responsibility has ever been issued against any Dagger Company with respect to any quotation, bid or proposal for a Government Contract.

          A22.6     Terminations. Except as described in Schedule A22.6, no Government Contract of any Dagger Company relating to the Business has been terminated for default within 24 months prior to the date of this Agreement. Except as described in Schedule A22.6, no Dagger Company has received any notice in writing, terminating or indicating an intent to terminate any Active Government Contract for convenience.

          A22.7     Assignments. Except as described in Schedule A22.7, no Dagger Company has made any assignment of any Dagger Government Contract or of any interest in any Dagger Government Contract to any Person other than one of the Dagger Companies. Except as described in Schedule A22.7, no Dagger Company has entered into no financing arrangements with respect to the performance of any Dagger Government Contract.

          A22.8     Property. Arrow is in compliance with all applicable Legal Requirements with respect to the possession and maintenance of all government furnished property (as defined in the FAR), and to the Knowledge of Arrow, the Dagger Subsidiaries are in

A-15

compliance with such Legal Requirements.

     A23     Additional Liabilities. None of Parent, Federal, Acquisition Sub or any of their respective Affiliates, directors, officers or employees as a consequence of the terms of this Agreement or the occurrence of the Transaction shall become subject to any obligation other than the Dagger Obligations and the other obligations explicitly described in this Agreement or any of the Ancillary Agreements.

[remainder of page intentionally left blank]

A-16

Appendix B

     B1     Corporate Status of Parent, Federal and Acquisition Sub. Each of Parent, Federal and Acquisition Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with the requisite corporate power to own, operate and lease its properties and to carry on its business as now being conducted.

     B2     Authority for Agreement; Noncontravention

          B2.1     Authority. Each of Parent, Federal and Acquisition Sub has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the boards of directors of Parent, Federal and Acquisition Sub and no other corporate proceedings on the part of Parent, Federal or Acquisition Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement and the other agreements contemplated hereby to be signed by Parent, Federal or Acquisition Sub have been duly executed and delivered by Parent, Federal and/or Acquisition Sub, as the case may be, and constitute valid and binding obligations of Parent, Federal and/or Acquisition Sub, as the case may be, enforceable against Parent, Federal and/or Acquisition Sub in accordance with their terms, subject to the qualifications that enforcement of the rights and remedies created hereby and thereby are subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws of general application affecting the rights and remedies of creditors, (b) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (c) the availability of specific performance or other equitable or legal remedies specified herein.

          B2.2     No Conflict. Neither execution and delivery of this Agreement by Parent, Federal or Acquisition Sub, nor the performance by Parent, Federal or Acquisition Sub of its obligations hereunder, nor the consummation by Parent, Federal or Acquisition Sub of the transactions contemplated hereby will (a) conflict with or result in a violation of any provision of the Certificate of Incorporation or by-laws of Parent, Federal or Acquisition Sub, or (b) with or without the giving of notice or the lapse of time, or both, conflict with, or result in any violation or breach of, or constitute a default under, or result in any right to accelerate or result in the creation of any lien, charge or encumbrance pursuant to, or right of termination under, any provision of any note, mortgage, indenture, lease, instrument or other agreement, Permit, concession, grant, franchise, license, judgment, order, decree, statute, ordinance, rule or regulation to which Parent, Federal, Acquisition Sub or any of Parent’s other Subsidiaries is a party or by which any of them or any of their assets or properties is bound or which is applicable to any of them or any of their assets or properties. Except for filings that may be required under the HSR Act, no authorization, consent or approval of, or filing with or notice to, any Governmental Entity is necessary for the execution and delivery of this Agreement by Parent, Federal or Acquisition Sub or the consummation by Parent, Federal or Acquisition Sub of the transactions contemplated hereby, except for such consents, authorizations, filings, approvals and registrations which if not obtained or made would not, individually or in the aggregate, prevent or materially delay the consummation of the Transaction by Parent, Federal or Acquisition Sub.

B-1

     B3     Financing. Parent has entered into a $350,000,000 term loan and a $200,000,000 revolving credit facility to permit Acquisition Sub to consummate the Transaction.

B-2

List of Exhibits and Schedules

Exhibit	Description
A	Intellectual Property Agreement
B	Press Releases
C	Form of Opinion of Counsel to American Management Systems, Incorporated (Arnold & Porter LLP)
D	Form of Opinion of Counsel to American Management Systems, Incorporated (Richards, Layton & Finger, P.A.)
E	Forms of Arrow Employee Confidentiality and Intellectual Property Rights Agreement

Schedule	Description
1.3A	Dagger Consultants
1.3B	Dagger Employees
2.1.1	Dagger Engagements
2.1.2	Dagger Completed Engagements
2.1.4	Dagger Leases
2.1.8	Dagger Tangible Assets
2.1.12	Permits
2.2	Excluded Assets
5.1	Conduct of Business of Arrow
6.7.1	Tax Matters - Allocation of Purchase Price
A1	Corporate Status
A2	Dagger Subsidiaries
A3.2	No Conflict
A4	Financial Statements
A5	Absence of Material Adverse Changes
A6	Absence of Undisclosed LiabilitiesA9.5
A7	Compliance with Applicable Law, Charter and By-Laws
A8	Litigation and
A9.1	Tax Matters - Filing of Returns
A9.5	Collapsible Corporations, Golden Parachutes, Real Property Holding Corporations
A10.1	Employee Benefit Plans - List of Plans/Plan Determinations
A10.4(a)	Employee Benefit Plans - Dagger Subsidiaries’ Plans - List of Plans
A10.4(b)	Employee Benefit Plans - Dagger Subsidiaries’ Plans - Multiemployer Plans
A10.4(d)	Employee Benefit Plans - Dagger Subsidiaries’ Plans - Acceleration of Rights
A10.4(h)	Employee Benefit Plans - Dagger Subsidiaries’ Plans - Retiree Benefits
A11.1	Employment-Related Matters - Labor Relations
A12.1	Environmental - Environmental Laws
A12.2	Environmental - Environmental Claims
A12.3	Environmental - No Basis for Claims
A13	No Undisclosed Broker’s or Finder’s Fee
A14.1	Assets Other Than Real Property - Title
A14.2	Assets Other Than Real Property - Accounts Receivable
A15.2	Real Property - Dagger Leases

Schedule	Description
A16.1	Agreements, Contracts and Commitments - Dagger Agreements
A16.2	Agreements, Contracts and Commitments - Validity
A17	Employee Agreements
A19	Banking Relationships
A20	Absence of Certain Relationships
A22.1	Government Contracts - Generally
A22.3	Government Contracts - Compliance with Law and Regulation and Contractual Terms;
	Inspection and Certification
A22.4	Government Contracts - Disputes, Claims and Litigation
A22.6	Government Contracts - Terminations
A22.7	Government Contracts - Assignments
5.1	Conduct of Business of Arrow
6.7.1	Tax Matters - Allocation of Purchase Price

EX-4.1 5 w95167exv4w1.htm FIRST AMEND. TO THE RIGHTS AGREEMENT,DATED 3/10/04

EXHIBIT 4.1

FIRST AMENDMENT TO RIGHTS AGREEMENT

     THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of March 10, 2004, is between American Management Systems, Incorporated, a Delaware corporation (the “Company”), and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services L.L.C.), a New Jersey limited liability company, as rights agent (the “Rights Agent”).

     WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement, dated as of July 31, 1998 (the “Rights Agreement”); and

     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent desire to amend the Rights Agreement as set forth below;

     NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

     1. Amendment of Section 1.

     Section 1 of the Rights Agreement is amended by adding thereto subsections (gg) and (hh) which shall read as follows:

“(gg) ‘Agreement and Plan of Merger’ shall mean the Agreement and Plan of Merger, dated as of March 10, 2004, by and among CGI Group Inc., a Québec corporation (the “Parent”), CGI Virginia Corporation, a Delaware corporation and wholly-owned subsidiary of the Parent (the “Merger Sub”), and the Company, as the same may be amended from time to time.”

“(hh) ‘Stockholders Agreements’ shall mean the Stockholder Tender and Voting Agreements, dated as of March 10, 2004, among Parent, Merger Sub and each of the stockholders party thereto.”

     2. Amendment of Section 7.

     Paragraph (a) of Section 7 of the Rights Agreement is amended by deleting the word “or” immediately preceding clause (iii) thereof and by adding the following new phrase immediately following clause (iii) thereof: “or (iv) immediately prior to the acceptance for payment of, and payment for, the Shares pursuant to the Offer (as such terms are defined in the Agreement and Plan of Merger).”

     3. Addition of New Section 35.

                      The Rights Agreement is amended by adding a Section 35 thereof which shall read as follows:

“Section 35. Exception For Agreement and Plan of Merger. Notwithstanding any provision of this Agreement to the contrary, neither a Distribution Date, a Flip-In Event, nor a Stock Acquisition Date shall be deemed to have occurred, none of the Parent or the Merger Sub or any of their Affiliates or Associates shall be deemed to have become an Acquiring Person, and no holder of any Rights shall be entitled to exercise such Rights under, or be entitled to any rights pursuant to, any of Sections 3(a), 7(a), 11(a) or 13 of this Agreement, in any such case by reason of (a) the approval, execution or delivery of the Agreement and Plan of Merger or any amendments thereof approved in advance by the Board of Directors of the Company, (b) the approval, execution or delivery of the Stockholders Agreements or any amendments thereof approved in advance by the Board of Directors of the Company, or (c) the commencement or, prior to termination of the Agreement and Plan of Merger, the consummation of any of the transactions contemplated by the Agreement and Plan of Merger or the Stockholders Agreement in accordance with their respective provisions, including, without limitation, the making of the Offer, the acceptance of payment for shares of stock by the Merger Sub pursuant to the Offer and the Merger (as defined in the Agreement and Plan of Merger).”

     4. Effectiveness.

     This Amendment shall be deemed effective as of the date first written above as if executed by both parties hereto on such date. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

     5. Miscellaneous.

     This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

2

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

ATTEST:

By /s/ David R. Fontaine
                                                                                               
     Name: David R. Fontaine
     Title: Executive Vice
     President, General Counsel and Secretary

ATTEST:

By /s/ Linda Fuhrer
                                                                                               
Name: Linda Fuhrer
Title: Client Service Manager

AMERICAN MANAGEMENT
SYSTEMS, INCORPORATED

By /s/ Alfred T. Mockett
                                                                                               
Name: Alfred T. Mockett
Title: Chairman and Chief Executive Officer

MELLON INVESTOR SERVICES LLC,
as Rights Agent

By /s/ Cynthia Pacolay
                                                                                               
Name: Cynthia Pacolay
Title: Client Services Manager

3

EX-4.1

exv4w1

EX-10.1

EXHIBIT 10.1

INTELLECTUAL PROPERTY AGREEMENT

     This Intellectual Property Agreement, dated as of March 10, 2004 (the “Agreement”), is made by and among CACI International Inc, a Delaware corporation (“Parent”), CACI, INC. — FEDERAL, a Delaware corporation and wholly-owned subsidiary of Parent (“Federal”), Dagger Acquisition Corporation (“Dagger”), a Delaware corporation and wholly-owned subsidiary of Federal, CGI Group Inc., a Québec Corporation (“Crossbow”), and American Management Systems, Incorporated, a Delaware corporation (“Arrow”)(collectively, the “Parties”, and individually a “Party”).

     WHEREAS, Arrow, Crossbow, Dagger and certain other parties, simultaneously with the execution hereof, are entering into an Asset Purchase Agreement (the “APA”) and other agreements under which Dagger will purchase assets of Arrow related to the Business (as defined in the APA, the “Transaction”);

     WHEREAS, a subsidiary of Crossbow intends to purchase all or substantially all of the capital stock of Arrow immediately upon the Closing of the Transaction (the “Subsequent Transaction”) and to operate those of Arrow’s businesses that Dagger does not purchase under the APA (as defined in the APA, the “Retained Operations”);

     WHEREAS, as a result of the APA, certain assets Used In The Business are to be transferred to Dagger, while other assets Used In The Business are also used in the Retained Operations and are to be transferred in part or licensed to Dagger while retained in part by Arrow;

     WHEREAS, Dagger needs to receive ownership of certain assets of Arrow which are being transferred in connection with the Transaction, and Arrow needs to retain ownership of assets used in the Retained Operations;

     NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS

As used herein, the following terms shall have the meanings set forth below:

1.1.

Capitalized terms used in this Agreement but not defined herein shall have the meaning given in the APA.

1.2.

“Arrow Exclusive Field of Use” means (a) the United States Government and quasi-United States Government agencies (e.g., United States Postal Service and Federal Thrift), and U.S. state and local governments, other than those included in the Dagger Exclusive Field of Use, and (b) companies whose predominant business is to provide communications, media, entertainment, financial services and healthcare products or services.

1.3.	“Dagger Exclusive Field of Use” means United States Government involved with defense, the United States Intelligence Community (as comprised by Air Force Intelligence, Army Intelligence, the Central Intelligence Agency, Coast Guard Intelligence, the Defense Intelligence Agency, Marine Corps Intelligence, the National Geospatial-Intelligence Agency, the National Reconnaissance Office, the National Security Agency and Navy Intelligence, as well as the intelligence organizations and functions within the Department of Energy, the Department of Homeland Security, the Department of State, the Department of Treasury and the Federal Bureau of Investigation) and homeland security (consisting of all agencies of the United States Government included in the Department of Homeland Security as of the date hereof), either directly or through other parties that provide goods and/or services to such agencies.
1.4.	“Nonexclusive Field of Use” means in all countries and all markets other than the Arrow Exclusive Field of Use and the Dagger Exclusive Field of Use.
1.5.	“Improvements” means the modifications, enhancements and improvements to any Technology made after the Closing, but excluding Momentum Improvements.

1.5.1.	“Momentum Improvements” means the modifications, enhancements and improvements to the Shared Technology made by Arrow or Dagger in connection with the production of version 6.0 of the listed “Momentum Products” in Schedule B-2, including such modifications, enhancements and improvements made prior to the first product release by Arrow and Dagger of the complete version 6.0 of the Momentum Products.
1.5.2.	“Intellectual Property” means all Patents, Trademarks and Other IPR.
1.5.3.	“Patents” means patents, utility models and applications for the foregoing and similar technology rights which and insofar as they are the subject of registration with a competent authority, including divisions, extensions, re-examinations, reissues, continuations, continuations-in-part and renewal applications, anywhere in the world.

1.5.3.1.	“Inventions” means any invention or discovery (i) related to the Technology and conceived prior to the Closing Date, or (ii) related to Momentum Improvements and conceived prior to the first product release of the complete Momentum Products release 6.0, and for which a Patent is subsequently obtained.
1.5.3.2.	“Subject Patents” means all Patents owned by Arrow as of the Closing Date, all Patents that claim priority to any of the Patents owned by Arrow as of the Closing Date, and all Patents for any Invention.

1.5.4. “Trademarks” means all registered and common law trademarks, trade names, service marks, and trade dress rights, including all applications and registrations thereof and any common law rights, anywhere in the world.

1.5.4.1.	“Dagger Trademarks” means all Trademarks listed in schedule A-1, the names used in connection with the Dagger Products, domain names registered to Arrow that incorporate the name of a Dagger Product (excluding domain names that combine a Dagger Product name with an Arrow Trademark) and the goodwill associated therewith.
1.5.4.2.	“Arrow Trademarks” means all Trademarks, including domain names, used by Arrow prior to Closing except for the Dagger Trademarks and excluding domain names that combine a Dagger Product name with an Arrow Trademark, and the goodwill associated therewith.

1.5.5. “Other IPR” means all copyrights, trade secrets, confidential or proprietary rights, or other intellectual property rights in Technology anywhere in the world, excluding (i) Patents, and (ii) Trademarks.

1.5.5.1.	“Dagger IPR” means all Other IPR in the Dagger Technology, excluding Shared IPR, Special IPR, and Tool IPR.
1.5.5.2.	“Shared IPR” means all Other IPR in the Shared Technology, excluding Special IPR and Tool IPR.
1.5.5.3.	“Special IPR” means all Other IPR in the Special Technology, excluding Tool IPR.
1.5.5.4.	“Tool IPR” means all Other IPR in the Tools.

1.6.	With respect to a license granted herein, “Grantor” means the Party, either Dagger or Arrow as the case may be, granting the license and “Grantee” means the Party, either Arrow or Dagger as the case may be, being granted the license.
1.7.	“Products” means those products, for the specified versions and type (object and/or source code), set forth in the attached Schedules B-1 through B-4, in which Schedule B-1 lists “Dagger Products”, Schedule B-2 lists “Shared Products”, Schedule B-3 lists “Special Products”, and Schedule B-4 lists “Tools.”
1.8.	“Technology” means all software (in source code, object code, firmware and other form), technical and commercial information of a confidential or proprietary nature (in tangible or intangible form), know-how, business methods, supplier lists, designs, data, databases and documents of whatever kind, whether drawings, specifications, photographs, samples, models, processes, procedures, reports and correspondence, that are Used In The Business and (i) in existence and owned by Arrow prior to the Closing Date or (ii) Momentum Improvements. Technology does not include Improvements made after the Closing Date, except for Momentum Improvements. Technology includes the software listed in Schedules B-1 through B-5.

1.8.1.	“Dagger Technology” means all Dagger Products, and the Technology used in connection with the Dagger Products, excluding Technology also used in the Retained Operations.
1.8.2.	“Shared Technology” means all Shared Products, and the Technology used in connection with the Shared Products, excluding Special Technology and Tools.
1.8.3.	“Special Technology” means all Special Products, and the Technology used in connection with the Special Products, excluding Tools.

1.9. “Used In The Business” means as of the Closing or immediately prior to the execution of this Agreement (i) actually licensed by Arrow to a customer or customers in the Business, or (ii) promised to be delivered by Arrow to a customer in connection with the Business and for which there is an outstanding contract with a customer, or an outstanding formal bid or proposal made by Arrow prior to the Closing or execution of this Agreement.

2. CONSIDERATION

2.1. This Agreement, including all of the transfers, assignments, and grants of licenses set forth in Article 3 hereof, and the rights and obligations of Articles 3 through 11 and 13, is made in consideration of the mutual covenants set forth in the APA and herein and a portion of the Purchase Price referred to in the APA. The rights and obligations of the Parties under Article 12 “Conditions Precedent and Representations” and Section 7.1 “Third Party Consents” shall be deemed effective upon execution and delivery of this Agreement. All other rights and obligations of the Parties, including the transfers, assignments and grants of licenses set forth in Article 3 and the rights and obligations of Articles 3 through 11 and 13 and Sections 7.2 through 7.7, shall be effective upon the occurrence of, and as of, the Closing. Article 12 “Conditions Precedent and Representations” shall terminate upon the occurrence of, and as of, the Closing.

3. RIGHTS TRANSFERRED, ASSIGNED AND GRANTED TO DAGGER

3.1. Transfer and Assignment of Dagger Technology and Dagger IPR. Arrow hereby sells, transfers and assigns to Dagger, and Dagger purchases and acquires from Arrow, all of Arrow’s rights, title and interest in and to the Dagger Technology and Dagger IPR. Such transfer and assignment includes (i) the rights with respect to all causes of action either in law or equity, if any, for past, present or future infringement of the Dagger IPR, except as otherwise provided in this Agreement; and (ii) all income, royalties and payments now or hereafter due or payable in respect to the Dagger IPR.

3.2. Transfer and Assignment of Shared Technology and Shared IPR

3.2.1. Arrow hereby sells, transfers and assigns to Dagger, and Dagger purchases and acquires from Arrow, all of Arrow’s right, title and interest in and to the Shared Technology and Shared IPR solely in the Dagger Exclusive Field of Use, including all right, title and interest in and to copyrights in the Shared Technology, and other

Shared IPR, solely in the Dagger Exclusive Field of Use. Such transfer and assignment includes (i) the rights with respect to all causes of action either in law or equity, if any, for past, present or future infringement of the Shared IPR in the Dagger Exclusive Field of Use, except as may be otherwise provided subsequent to the Closing under Article 5 of this Agreement; and (ii) all income, royalties and payments now or hereafter due or payable in respect to the Shared IPR, in the Dagger Exclusive Field of Use, except as may be otherwise subsequent to to the Closing provided under any subsequent distribution or services agreement entered into between the Parties. Such transfer and assignment under this section 3.2.1 excludes (i) any assignment of Arrow’s right, title and interest in and to the Shared Technology and Shared IPR in the Arrow Exclusive Field of Use or Nonexclusive Field of Use; (ii) the rights with respect to all causes of action either in law or equity, if any, for past, present or future infringement in the Shared IPR in the Arrow Exclusive Field of Use and Nonexclusive Field of Use; and (ii) all income, royalties and payments now or hereafter due or payable in respect to the Shared IPR in the Arrow Exclusive Field of Use and Nonexclusive Field of Use.

3.2.2.

Arrow hereby sells, transfers and assigns to Dagger, and Dagger purchases and acquires from Arrow, a joint and undivided co-ownership of all right, title and interest in and to the Shared Technology and Shared IPR solely in the Nonexclusive Field of Use. Such transfer and assignment includes the rights with respect to all causes of action either in law or equity, if any, for past, present or future infringement of the Shared IPR in the Nonexclusive Field of Use, except as otherwise provided in this Agreement. Such transfer and assignment under this section 3.2.2 excludes (i) any assignment of Arrow’s right, title and interest in and to the Shared Technology and Shared IPR in the Arrow Exclusive Field of Use; (ii) the rights with respect to all causes of action either in law or equity, if any, for past, present or future infringement in the Shared IPR in the Arrow Exclusive Field of Use; and (ii) all income, royalties and payments now or hereafter due or payable in respect to the Shared IPR in the Arrow Exclusive Field of Use.

3.3. Exclusive License for Special Technology. Arrow hereby grants to Dagger a worldwide, irrevocable, perpetual, royalty-free exclusive license under the Special IPR in the Dagger Exclusive Field of Use, of the rights to make, use, distribute (including to sell and offer to sell) in object code and source code form, import, copy and make derivative works of, the Special Technology, including the right to transfer or sublicense such rights, except that Arrow’s approval of the transferee or sub-licensee is required for either (i) transfer of such rights in the Special Technology identified in Schedule B-3 as Legacy Momentum (“Legacy Momentum”) to any third party or (ii) sublicense of such rights in Legacy Momentum to any third party other than an existing Legacy Momentum customer under a Dagger Engagement. Arrow shall not unreasonably delay or withhold approval of a transfer or sublicense of such rights in Legacy Momentum. Whether or not Arrow has acted reasonably shall be assessed against the business judgment that would have been made by a similarly situated company with comparable market presence, and technical and intellectual property resources.

3.4.

Nonexclusive License for Tools. Arrow hereby grants to Dagger a worldwide, irrevocable, perpetual, royalty-free nonexclusive license under the Tools IPR in the Dagger Exclusive Field of Use and for internal use only, to make, use, import, copy and make derivative works of, the Tools, solely for use in connection with the Dagger Technology, Shared Technology, or Special Technology, including the right to transfer or sublicense such rights in connection with a transfer or sublicense of Dagger Technology, Shared Technology, or Special Technology.

3.5.

Transfer of Trademarks. Arrow hereby transfers and assigns to Dagger all of Arrow’s rights, title and interest in and to the Dagger Trademarks, and the goodwill associated therewith. Such transfer and assignment includes (i) the rights with respect to all causes of action either in law or equity, if any, for past, present or future infringement of the Dagger Trademarks, except as otherwise provided in this Agreement; and (ii) all income, royalties and payments now or hereafter due or payable in respect to the Dagger Trademarks.

4. RIGHTS RETAINED BY ARROW AND DAGGER

4.1.	Retained Interests. All rights, title and interests not transferred or assigned at the Closing under the APA or this Agreement are reserved by Arrow, including but not limited to (i) all right, title and interest in the Arrow Trademarks, (ii) all right, title and interest in the Shared Technology and Shared IPR solely with respect to the Arrow Exclusive Field of Use, and (iii) a joint and undivided co-ownership right, title and interest in the Shared Technology and Shared IPR in the Nonexclusive Field of Use.
4.2.	Rights of Grantee in the Event of Grantor’s Insolvency. In the event of a rejection or termination of this Agreement or any license hereunder in connection with a Grantor’s insolvency, bankruptcy, dissolution or liquidation, (a) such rejection or termination shall be deemed to not terminate the Grantee’s right, title and interest with respect to any Intellectual Property or Technology under this Agreement or such license, (b) the Grantee shall be entitled to continue to exercise its rights under, and in accordance with, this Agreement and any such license, and (c) the Grantee’s continued use of the Intellectual Property and Technology as described in this Agreement shall be deemed to not breach any obligation under this Agreement and to not violate or infringe any Intellectual Property or rights in the Technology. To the extent applicable to the Grantor’s insolvency, bankruptcy, dissolution or liquidation, this Section 4.2 shall be construed and enforced in accordance with the U.S. Bankruptcy Code, including Section 365(n).
4.3.	Co-Ownership Rights. A Party’s co-ownership rights in Shared Technology and Shared IPR shall be complete and equal ownership of all right, title and interest in the Non-Exclusive Field of Use, such that each shall own therein all of the exclusive rights of intellectual property ownership granted, vested or afforded by law or equity, excepting only the rights expressly herein relinquished, waived and agreed to not assert and the rights otherwise restricted by any of the Ancillary Agreements.

5. IMPROVEMENTS; ENFORCEMENT

5.1. Improvements. All Improvements which are made, conceived or reduced to practice by a Party following the execution of this Agreement, and all intellectual property rights therein, shall be the exclusive property of that Party, without restrictions. Neither Party shall have an obligation to disclose, or to notify the other Party of, any Improvements under this Agreement. Each Party shall have the sole right to file, prosecute, and maintain any patent, copyright, trademark or other intellectual property protection that may become available from the Improvements made by it, and shall have the right to determine whether or not, and where, to file a patent, copyright or trademark application, to abandon the prosecution of any such application, or to discontinue the maintenance of any such application or any patent or copyright or trademark registration.

5.2. Enforcement of Shared IPR and Special IPR.

5.2.1.	Notification of Infringement. Each Party shall notify the other Party in writing of any suspected infringement(s) of the Shared IPR, Special IPR, and Tool IPR, and shall inform the other Party of any evidence of such infringement(s).
5.2.2.	Special IPR in the Dagger Exclusive Field of Use. Dagger, as exclusive licensee of the Special IPR in the Dagger Exclusive Field of Use, shall have the right, power and authority to institute and prosecute at its own expense suits for infringement of the Special IPR in the Dagger Exclusive Field of Use, and if required by law, Arrow will join as party plaintiff in such suits. In any such suit, Dagger is empowered to seek injunctive relief for infringement; to collect for its own use, damages, profits, and awards of whatever nature recoverable for such infringement in the Dagger Exclusive Field of Use; and to settle any claim or suit for infringement of the Special IPR by granting the infringing party a sublicense restricted to the Dagger Exclusive Field of Use. All of Dagger’s expenses in such suits will be borne entirely by Dagger.
5.2.3.	Shared IPR in the Nonexclusive Field of Use. Either Dagger or Arrow, as joint owners of the Shared IPR in the Nonexclusive Field of Use, shall have the right, power and authority to institute and prosecute at its own expense suits for infringement of the Shared IPR in the Nonexclusive Field of Use, and if required by law, the other Party will join as party plaintiff in such suits. In any such suit:

5.2.3.1.	either Arrow or Dagger is empowered to seek injunctive relief for infringement; to collect damages, profits, and awards of whatever nature recoverable for such infringement in the Nonexclusive Field of Use; and to settle any claim or suit for infringement of the Shared IPR by granting the infringing party a sublicense within the Nonexclusive Field of Use;
5.2.3.2.	the first party, Arrow or Dagger as the case may be, bringing suit shall offer the other party, Dagger or Arrow as the case may be, the opportunity to join in such suit, and if the other party joins in the suit then the parties shall share

equally all costs and expenses of bringing such suit, as well as all damages, profits and awards with respect to infringements in the Nonexclusive Field of Use. If the other party does not promptly join in such suit, the first party shall be entitled to retain all damages, profits and awards with respect to infringements in the Nonexclusive Field of Use; however, all damages, profits and awards with respect to infringements in (i) the Dagger Exclusive Field of Use shall be solely Dagger’s, (ii) the Arrow Exclusive Field of Use shall be solely Arrow’s; provided that the party bringing the suit may first offset such costs and expenses of suit, in excess of the amount of the damages, profits and awards with respect to the infringements in the Nonexclusive Field of Use, against the damages, profits and awards with respect to infringements in the other party’s exclusive field of use.

6. COVENANT NOT TO SUE AND WAIVER OF CERTAIN CO-OWNERSHIP RIGHTS.

6.1.	All right, title and interest in the Subject Patents is hereby retained and solely owned by Arrow. Arrow hereby irrevocably covenants not to assert against Dagger any claim of infringement of any Subject Patent arising out of or related to any act by Dagger of manufacture, use, sale, offer for sale, or import related to the conduct of its business after the Closing.
6.2.	With respect to the Parties’ co-ownership of Shared Technology and Shared IPR solely with respect to the Nonexclusive Field of Use, each Party irrevocably relinquishes to the other, waives with respect to the other and agrees to not assert against the other, at any time after the Closing, any and all rights each may have against the other as co-owners of intellectual property, whether arising at law or equity, including rights of accounting, notice of transfer or disclosure and sharing of profits, excluding only the rights and obligations expressly set forth in this Agreement.
6.3.	Dagger agrees that Dagger, through its officers and employees, will, without further consideration, communicate with Arrow, its successors and assigns, any facts known to Dagger and its officers and employees respecting the inventions covered by the Subject Patents and execute and deliver all papers that may be necessary or desirable to perfect the title to the Subject Patents in Arrow. At Arrow’s expense, Dagger will also testify in any legal proceeding, sign all lawful papers when called upon to do so, including divisional, continuation, and reissue applications, make all rightful oaths, and generally do everything reasonably requested by Arrow for Arrow to obtain and enforce proper patent protection for the Subject Patents in the United States and any foreign country.
6.4.	Each Party shall, without further consideration, take such actions and execute and deliver such documents as may be reasonably requested by another Party to effect, perfect, confirm and record the transfers, assignments and licenses set forth in this Agreement.

7. THIRD PARTY PRODUCTS

7.1.	Third Party Consents. Arrow agrees to use best efforts to obtain, and Dagger will use its best efforts to assist Arrow in obtaining, consents necessary to assign to Dagger the license rights Arrow holds from third parties for third party products used solely in connection with the Dagger Products as of the Closing, including the licenses set forth in Schedule C-1. In the event such consents cannot be obtained, the Parties will pursue third party licenses in accordance with Section 7.2 below.
7.2.	Arrow intends to retain the third party licenses listed in Schedule C-2, which are currently Used in The Business and in connection with the Retained Operations. Arrow agrees to use best efforts to assist Dagger in obtaining licenses for Dagger’s continued use following the Closing of the third party products listed in Schedule C-2. With respect to the other third party licenses Used In The Business and not listed on Schedule C-1 or C-2, Arrow agrees to use best efforts to assist Dagger in obtaining consents necessary to assign to Dagger the license rights Arrow holds from the third party licensors. Both Dagger and Arrow agree to use best efforts to minimize License Replacement Cost. The parties will use their best efforts to minimize the cost of obtaining licenses for Dagger. Should the parties agree that costs would be minimized by transfer of a licenses to Dagger rather than obtaining a new license for Dagger, then Arrow will transfer its existing license and obtain a new license for its operations, and the parties shall use best efforts to obtain the third party’s consent to this transfer of the license to Dagger.
7.3.	License Replacement Cost. The “License Replacement Cost” shall mean the amount, if any, of cost of transferring Arrow’s or obtaining a new third party product license, which shall be calculated as the total amount charged by the third party for such transfer or new license to Dagger for continued use of the third party’s product after the Closing (for the remaining term of Arrow’s license for such product and with a license scope that is similar to or lesser than the scope of Arrow’s license as of the signing of this Agreement).
7.4.	With respect to the third party licenses that are Used in The Business, including the licenses listed on Schedules C-1 and C-2, and licensed infrastructure software and licensed desktop software used in Arrow’s business before Closing and required by Dagger, any License Replacement Cost shall be paid to the third party as follows: (a) 50% paid by Dagger and 50% paid by Arrow, up to a cumulative maximum amount of $4,000,000 Licensed Replacement Cost (the Shared Cap), and (b) thereafter 100% paid by Arrow, of all Licensed Replacement Cost in excess of the Shared Cap.
7.5.	Dagger acknowledges that certain Technology includes open source software. Dagger shall be responsible for, and agrees to undertake to obtain any open source licenses required, including licenses to continue use of such open source software in connection with the Technology.
7.6.	If a dispute arises under this Article 7 with respect to a third party license, then within three (3) business days after a written request by either Party, the responsible program

managers designated by each Party shall promptly confer to resolve the dispute. If these managers cannot resolve the dispute or either of them determines they are not making progress toward the resolution of the dispute within three (3) business days after their initial conference, then the dispute may be submitted to a vice-president designed by each Party, who shall promptly confer to resolve the dispute. If the vice-president designees cannot resolve the dispute, or either one of them determines that they are not making reasonable progress toward resolution of the dispute within five (5) business days after the dispute is first submitted to either the vice president designees, then the issue shall proceed pursuant to the process described in Section 7.7.

7.7.

Any dispute under this Article 7 that cannot be resolved in accordance with Section 7.6, shall be settled by binding arbitration in the Commonwealth of Virginia in accordance with the Rules of the American Arbitration Association by a single arbitrator appointed by that Association, and judgment upon the award rendered thereunder may be entered in any Court having jurisdiction thereof.

8. CLOSING: DELIVERIES

8.1.

Delivery of Technology. At or immediately following the Closing Date, Arrow shall deliver to Dagger a complete copy of the Dagger Technology, Shared Technology, Special Technology, and Tools, and a copy of any related source code, programming documentation, other documentation, manuals, designs, schematics, and methodologies in its possession. To the extent Dagger determines it has not received part of the Dagger Technology, Shared Technology, Special Technology, and Tools, Arrow shall promptly provide such part or parts upon written request by Dagger.

8.2.

NISP. Dagger and Arrow understand and agree, that notwithstanding any other provisions in this Agreement, no information subject to the National Industrial Security Program (“NISP”) (hereinafter “Classified Information”) shall be retained by Arrow or subject to further obligations under this Agreement, except for Arrow’s obligation to transfer such as part of the Dagger Technology at Closing. Dagger and Arrow agree that this Agreement is not intended to result in and shall not result in communication or transfer of Classified Information by any means by Dagger, Federal or Parent to Crossbow, or in any noncompliance with the National Industrial Security Regulation (“NISR”) or the National Industrial Security Program Operating Manual (“NISPOM”) by the Parties.

9. MARKING; PUBLICITY; ENFORCEMENT

9.1. Marking. Dagger agrees to place in a conspicuous location, on the Momentum Financials product or any integrated product incorporating it, marking in the manner prescribed by 35 U.S.C. §287(a), with respect to the following two patents: U.S. Pats. 6,343,279 and 6,532,450. For products in software or written form, both Arrow and

	Dagger shall provide written notice to all distributors and consumers of such products that they may not be copied, except to make single copies for archival purposes, and may not be decompiled or reverse engineered.
9.2.	US Government Licenses. Arrow and Dagger shall mark any Shared Technology and Special Technology or products developed using such with the restrictive legends under applicable federal clauses necessary to preserve the Shared IPR and Special IPR rights in such and require confidential treatment for such materials.
9.3.	Publicity and Announcements. No rights or licenses of any kind or nature whatsoever are created or granted herein that would (i) authorize Dagger to use any of Arrow’s Trademarks (or any confusingly similar marks or names), or (ii) authorize Arrow to use any of the Dagger Trademarks (or any confusingly similar marks or names).
9.4.	Protecting Technology. Dagger shall use commercially reasonable efforts to protect any Shared Technology, Special Technology, and Tools in its possession which is a trade secret from any unauthorized use, or any disclosure that would materially lessen the value of such trade secret to Arrow, including limiting access to only those persons bound by written agreements to keep such information confidential and use it only as permitted hereunder. Arrow shall use commercially reasonable efforts to protect any Shared Technology in its possession which is a trade secret from any unauthorized use, or any disclosure that would materially lessen the value of such trade secret to Dagger, including limiting access to only those persons bound by written agreements to keep such information confidential and use it only as permitted hereunder.
9.5.	Use of Product Names. Arrow and Dagger each intend to respect the other’s rights in the names and Trademarks associated with software products owned by the other and to cooperate so as to avoid intentionally misleading consumers as to the origin, sponsorship or approval of any products or services derived from such software product. Neither Party will use a Trademark or domain name that includes the other’s Trademark.

9.5.1.

With respect to each Product of Dagger’s for which a Dagger Trademark is transferred to Dagger hereunder (including Highview™ and Integrated Geospatial Information System™, but excluding those products being re-sold under a separate agreement which provides for retained branding), following the Closing Arrow shall cease to use the Dagger Trademark in connection with any Product. Thereafter whenever an historic naming reference is appropriate or required, Arrow may refer to the prior product name, provided that all such references shall be accurate and appropriately displayed and sized.

9.5.2.

With respect to each Product of Arrow’s for which Dagger is provided a license hereunder (including Momentum™ and excluding those products being re-sold under a separate agreement which provides for retained branding), following the Closing Dagger shall re-name such product and thereafter Dagger’s name or mark shall be prominently displayed and associated with such product. In connection

with a reasonably implemented transition to a new product name or mark and thereafter whenever an historic naming reference is appropriate or required, Dagger may refer to the prior product name, provided that all such references shall be accurate and appropriately displayed and sized.

10. CONFIDENTIAL INFORMATION

10.1.	“Confidential Information” shall include any information disclosed by one Party (“Discloser”) to the other Party (“Recipient”), and marked “confidential,” including source code, specifications, business and/or technical information relating to the business of Arrow or Dagger.
10.2.	All Confidential Information disclosed prior to, at or in connection with the Closing shall be subject to the APA. All Confidential Information disclosed after and not in connection with the Closing shall remain the property of Discloser, except as provided in this Agreement. Recipient’s duty to protect Confidential Information commences upon receipt of the Confidential Information. Recipient shall copy Confidential Information only to the extent necessary to exercise its rights and obligations under this Agreement. Copies of Confidential Information shall include any proprietary and copyright notices in the Confidential Information.
10.3.	Recipient shall restrict disclosure of Confidential Information to its employees with a need to know and advise such employees of the obligations assumed herein, and Recipient shall not disclose Confidential Information to any third party without prior written approval of Discloser. All Confidential Information that is disclosed for the purpose(s) set forth in this Agreement shall be subject to these restrictions and may not be used for any other purpose. The fact that a discussion involving the disclosure of Confidential Information will occur or has occurred shall be considered Confidential Information.
10.4.	These restrictions on the use and disclosure of Confidential Information shall not apply to any Confidential Information:

10.4.1.	independently developed by Recipient or lawfully received free of restriction from another source having the right to furnish the Confidential Information; or
10.4.2.	after it has become generally available to or known by the public without breach of this Agreement by Recipient; or
10.4.3.	that, at the time of disclosure to Recipient, was known to Recipient free of restriction as evidenced by documentation in Recipient’s possession.

10.5. The Parties agree that in the case of the breach of any provision of the section of this Agreement entitled Confidentiality, the aggrieved party may suffer immediate and irreparable harm, and that immediate injunctive relief may therefore be appropriate.

11. BREACH; REMEDIES

11.1.	This Agreement and the licenses set forth herein may be terminated only by mutual agreement of the Parties documented in a written agreement executed and delivered by the authorized representatives of Arrow and Dagger.
11.2.	In the event of a breach of this Agreement by a Party, the non-breaching Party shall be entitled to recover full money damages, including, without limitation, any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses, court costs, and reasonable fees and disbursements of counsel, consultants and expert witnesses incurred by a Party hereto (including any interest payments which may be imposed in connection therewith) consequential damages, lost profits (“Damages”) incurred as a result of such breach and its consequential enforcement of this Agreement. Each Grantee with respect to a license hereunder agrees to indemnify, defend and hold harmless the Grantor, and its officers, directors, employees, agents, Affiliates, successors, and assigns, from any and all Damages arising from, in connection with, or based on allegations of any failure to perform duly and punctually any covenant, agreement or undertaking on the part of Grantee contained in this Agreement.
11.3.	To the extent not prohibited by law, each Party agrees that it will not contest the validity of any of the Technology or intellectual property transferred, assigned or licensed hereunder.
11.4.	Specific Performance. The Parties hereto acknowledge that damages alone may not adequately compensate a Licensor for violation by the Licensee of this Agreement. Accordingly, in addition to all other remedies that may be available hereunder or under applicable law, Licensor shall have the right to any equitable relief that may be appropriate to remedy a breach or threatened breach by Licensee hereunder, including the right to enforce specifically the terms of this Agreement by obtaining injunctive relief in respect of any violation or non-performance hereof, without posting bond.

12. CONDITIONS PRECEDENT AND REPRESENTATIONS.

12.1.	Conditions Precedent to the Obligations of Each Party. The obligations of the Parties hereto to effect the Transaction shall be subject to the fulfillment at or prior to the Closing of the conditions specified in Article 7 of the APA.
12.2.	Mutual Representations. Each Party represents to the other Party as follows:

12.2.1.	Except as set forth in the APA, and subject to the Ancillary Agreements, the execution, delivery and performance of this Agreement will not violate the terms of, or conflict with its obligations under, any other agreement or obligation; and
12.2.2.	It has the full power and authority to convey the rights to the other Party and accept the obligations of the other Party as set forth in this Agreement.

12.3. Arrow’s Representations. Arrow represents to Dagger as follows:

12.3.1.	Subject to the Ancillary Agreements and except with respect to the ProSteward product, Arrow is the sole and exclusive owner or licensee of the Dagger Technology, Dagger IPR, Shared Technology, Shared IPR, Special Technology, Special IPR, Tools and Tools IPR, with the full right, title and interest therein (free and clear of all Security Interests, except the Permitted Encumbrances) to transfer, assign and grant licenses to therein to Dagger as set forth in Article 3 hereof, except that the exclusivity of the Special Technology license set forth in Section 3.3 is subject to the end user licenses granted by Arrow to its customers prior to the signing of this Agreement. No third party has asserted against Arrow or, to the Knowledge of Arrow, against any of Arrow’s customers or licensees, any written claims of intellectual property in the Technology or written claims of intellectual property infringement arising out of or related to use of the Technology in the Business. To the Knowledge of Arrow, no claims are threatened by any third party (a) to the effect that the manufacture, sale, licensing or use of any of the Technology as now manufactured, sold or licensed by the Business, infringes on a third party’s intellectual property rights, (b) against the use by Arrow of the Technology prior to the Closing, or (c) challenging Arrow’s ownership or the validity or effectiveness of any of the Dagger Technology, Dagger IPR, Shared Technology, Shared IPR, Special Technology, Special IPR, Tools and Tools IPR.
12.3.2.	All registrations and applications for registration of Dagger Trademarks and copyrights in Technology are valid and subsisting in the jurisdictions where they have been filed or issued. To the Knowledge of Arrow, there is no material unauthorized use, infringement or misappropriation by a third party of any of the intellectual property in the Technology or Other IPR, including by any current or former employee of Dagger.
12.3.3.	Except with respect to the Agreements that Materially Restrict the Operation of the Business as set forth in Schedule A.16.1 of the APA, Dagger has not subject to any agreement under which it or its transferee, assignee or licensee is restricted from selling, licensing, using or distributing any products of the Business, in any geographic area, during any time or in any segment of any market.

13. GENERAL TERMS

13.1.

No Assignment of Agreement Prior to Closing. This Agreement is not intended to confer upon any person other than the Parties hereto any rights or remedies hereunder, except as otherwise expressly provided herein or in the APA. Except as provided in the APA, this Agreement may not be assigned prior to the Closing, whether by operation of law or otherwise, without the written consent of both Dagger and Arrow.

13.2.

Assignment, License and Delegation Subsequent to Closing. Either Party may assign this Agreement, or assign, license or transfer any of the rights, titles, interests or

	licenses transferred or granted herein, along with and subject to the terms and conditions hereof applicable to such right, title, interest or license. The terms and conditions of this Agreement and the assignments, transfers and licenses made and granted herein shall be binding upon each Party’s successors, assignees, licensees, and transferees. Obligations one Party owes to the other Party hereunder shall be owed to the other Party’s successors, assignees, licensees, and transferees.
13.3.	Severability. The Parties hereto agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.
13.4.	Waiver, Integration, Alteration.

13.4.1.	The provisions of this Agreement may be altered only by a writing signed by both Dagger and Arrow. The waiver of a breach hereunder may be effected only by a writing signed by the waiving Party and shall not constitute a waiver of any other breach.
13.4.2.	Unless otherwise herein specifically provided, this Agreement and the documents and instruments and other agreements among the Parties hereto as contemplated by or referred to herein (including the APA) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof . Each Party hereto acknowledges that, in entering this Agreement and completing the transactions contemplated hereby, such Party is not relying on any representation, warranty, covenant or agreement not expressly stated in this Agreement or in the agreements among the Parties contemplated by or referred to herein (including the APA).
13.5.	Notices Under the Agreement.
	Prior to the Closing, all notices shall be given in accordance with the APA. Following the Closing, for the purpose of all written communications and notices between the Parties, their addresses shall be as provided for in the APA,

or any other addresses of which either Party shall notify the other Party in writing. All such notices shall be sent first class mail, postage prepaid.

13.6.	Governing Law. Section 1.1 shall apply to construction of this Agreement. This Agreement and the interpretation of its terms shall be governed by and enforced in accordance with the laws of the State of Delaware, without application of conflicts of law principles.
13.7.	Survival. The provisions of Article 12 “Conditions Precedent and Representations” shall expire and terminate at the Closing. All other provisions of this agreement shall survive the Closing.

13.8. Further Assurances. Subject to terms and conditions herein provided and to the fiduciary duties of the board of directors and officers or representatives of any Party, each of the Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated hereby. In case at any time any further action, including, without limitation, the obtaining of waivers and consents is necessary, proper or advisable to carry out the purposes of this Agreement, the proper officers and directors or representatives of each Party to this Agreement are hereby directed and authorized to use commercially reasonable efforts to effectuate all required action.

13.8.1. The Parties shall take all such actions and execute all such documents as may be necessary to carry out the purposes of this Agreement, whether or not specifically provided for in this Agreement.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized officers on the respective dates and at the respective places hereinafter set forth.

CACI International Inc

By: /s/ J.P. London
                                                                                               

     J. P. London, Chairman of the Board,
     President and Chief Executive Officer

CACI, INC. — FEDERAL

By: /s/ J.P. London
                                                                                               

     J. P. London, Chairman of the Board,
     President and Chief Executive Officer

Dagger Acquisition Corporation

By: /s/ J.P. London
                                                                                               

     J. P. London, Chairman of the Board,
     President and Chief Executive Officer

American Management Systems, Incorporated

By: /s/ Alfred T. Mockett
                                                                                               

     Alfred T. Mockett
     Chairman and Chief Executive Officer

CGI Group Inc.

By: /s/ Serge Godin
                                                                                               

     Serge Godin
     Chairman of the Board
     and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

NASDAQ: AMSY

Contact: Charlene Wheeless
703-267-7075
Charlene.wheeless@ams.com

Robin Pence
703-449-2062
robin.pence@ams.com

AMS TO MERGE WITH CGI GROUP, INC IN ALL CASH TRANSACTION
AT $19.40 PER SHARE; ENTERS INTO ASSET PURCHASE
AGREEMENT WITH CACI CORPORATION FOR SALE
OF DEFENSE AND INTELLIGENCE BUSINESS

FAIRFAX, VA, USA...March 10, 2004 — American Management Systems, Incorporated (NASDAQ:AMSY), today announced that it has entered into a definitive merger agreement with CGI GROUP (NYSE: GIB), the largest Canadian independent information technology services firm, and Arlington-based CACI Corporation, (NYSE: CAI).

Under terms of the agreement with CGI:

• CGI will acquire, through a tender offer all of the outstanding shares of AMS for $858 million, or $19.40 per share, in cash. This represents a 26% premium to the 30-day trailing average.

• Serge Godin, chairman and CEO of CGI will be chairman and CEO of the combined entity; which will be known in the U.S. as CGI-AMS.

Under terms of the agreement with CACI:

• CACI will purchase the assets of AMS’s Defense & Intelligence business for $415 million in cash; with closing to occur once all tender offer conditions are satisfied.

The combination of CGI, Inc. and AMS creates a multibillion dollar IT, business process and professional services company with approximately 25,000 employees and major locations in the U.S.,Canada, and Europe. The combined entity will have approximately (US) $3 billion in annual revenue and contract backlog of approximately (US) $10 billion.

According to AMS Chairman and Chief Executive Officer Alfred T. Mockett, “This merger is a bold step in accelerating the execution of our strategic imperatives outlined two years ago, particularly in achieving scale and migrating to managed services. The combination of these businesses provides an excellent strategic fit, business model and cultural fit. AMS and CGI are complementary businesses — both companies focus on customers in the public sector and in the financial services and communications industries.”

Mockett continued, “Our specialist business in Defense and Intelligence has a natural home with our long-standing partner, CACI. CACI knows the industry well and is committed to the defense and intelligence markets. Additionally, AMS’s business helps expand CACI’s capabilities and reach and will enhance their competitive position.”

The transaction is conditioned, among other things, upon customary approvals. The companies anticipate that the transaction will be completed in the second quarter.

AMS was advised by Goldman, Sachs & Co. and legal advice was provided by Arnold & Porter and Osler, Hoskin & Harcourt LLP. CGI was advised by National Bank Financial Inc. and Credit Suisse First Boston and legal advice was provided by McCarthy Tetrault LLP and Holland & Knight LLP. CACI was advised by Banc of America Securities and legal advice was provided by Foley Hoag LLP.

Analyst and Investor Teleconference:

The senior management of CGI and AMS will host a teleconference today at 4:45 p.m. EST to discuss the transaction. Callers may access the call by dialing 877-211-7911.

The conference call and supporting slides will both be available live and for replay at www.cgi.comm.

About AMS

AMS is a premier business and IT consulting firm to the government, financial services, and communications industries around the globe. AMS combines IT ingenuity and industry IQ to drive high-performance results. Known for its delivery and service excellence for more than 30 years, AMS specializes in enterprise resource planning, credit risk management, customer relationship management, and enterprise security. AMS applies both proprietary and partner technologies, and provides solutions through business consulting, systems integration, and outsourcing. Founded in 1970, AMS is headquartered in Fairfax, Va., and has offices worldwide. The company is traded on the NASDAQ National Market under the symbol AMSY. For detailed information about AMS, visit www.ams.com.

About CGI

Founded in 1976, CGI is among the largest independent information technology and business process services firms in North America. CGI and its affiliated companies employ approximately 20,000 professionals. CGI provides end-to-end IT and business process services to clients worldwide from offices in Canada, the United States, Europe, as well as centers of excellence in India and Canada. CGI’s annualized revenue run rate is currently CDN $2.8 billion (US $9.3 billion). CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB) and are include in the S&P/TSX Composite Index a well as the S&P/TSX Capped Information Technology and MidCap Indices. Website: www.cgi.com.

About CACI

CACI, Inc. provides the IT and network solutions needed to prevail in today’s new era of defense, intelligence and e-government. From systems integration and managed network solutions to knowledge management, engineering, simulation, and information assurance, CACI

deliver the IT applications and infrastructures its federal customers use to improve communications and collaboration, secure the integrity of information systems and networks enhance data collection and analysis, and increase efficiency and mission effectiveness. CACI’s solutions lead the transformation of defense and intelligence, assure homeland security, enhance decision-making, and help government to work smarter, faster, and more responsively. CACI, a member of the Russell 2000 and S&P SmallCap 600 indices, provides dynamic careers for approximately 7,200 employees working in over 100 offices in the U.S. and Europe. CACI is the IT provider for a networked world. Visit CACI on the web at www.CACI.com.

####

This release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. All statements contained in this release that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “intends” and similar expressions are generally intended to identify forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: risks in project delivery and staffing, risk of revenues not being realized when expected, risk of increased competition in the markets, and the effects of economic uncertainty on client expenditures as well as other factors described in AMS’s Annual Report on Form 10-K for the year ended December 31, 2002. The Company specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s (estimates or) views as of any subsequent date.

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