Exhibit 10 ASSET ACQUISITION AGREEMENT THIS ASSET ACQUISITION AGREEMENT (the "Agreement"), dated as of October 18, 2000, by and among CACI, Inc.-Federal, a Delaware corporation ("CACI Sub"), CACI International Inc, a Delaware corporation and the...

Exhibit 10

                           ASSET ACQUISITION AGREEMENT

      THIS ASSET ACQUISITION AGREEMENT (the "Agreement"), dated as of October
18, 2000, by and among CACI, Inc.-Federal, a Delaware corporation ("CACI Sub"),
CACI International Inc, a Delaware corporation and the holder of all of the
capital stock of CACI Sub ("CACI Parent"), N.E.T. Federal, Inc., a Delaware
corporation ("Federal") and Network Equipment Technologies, Inc. , a Delaware
corporation and the holder of all of the capital stock of Federal ("XXX.XXX")
(capitalized terms not defined in the text of the Agreement are defined in
Section 7.1).

                               W I T N E S S E T H

      WHEREAS CACI Sub wishes to purchase from Federal, and Federal wishes to
sell to CACI Sub, certain defined assets and certain associated liabilities of
Federal constituting the Government service-related business currently conducted
by Federal (the "Federal Services Business" or the "FSB"), and

      WHEREAS CACI Parent and XXX.XXX wish to facilitate the purchase and sale
by entering into the mutual agreements set forth in this Agreement,

      NOW, THEREFORE, CACI Sub, CACI Parent, Federal and XXX.XXX hereby agree as
follows:

                         Article 1 : PURCHASE OF ASSETS

Purchase and Sale of Assets. Upon and subject to the terms and conditions
hereof, at the Closing (as hereinafter defined), Federal shall sell, transfer
and assign to CACI Sub, and CACI Sub shall purchase and acquire from Federal,
all right, title and interest in and to those tangible and intangible assets
constituting the FSB (the "Assets") identified in Schedule 0 attached hereto
(the "Acquisition").

The Assets shall include the inventory of spare parts related to the FSB's
installed base of products, identified in Schedule 0 and additional spare parts
to an aggregate valuation on Federal's books of $4 million. CACI Sub may order
from Federal within six months after the Closing spare parts having a value
equal to the difference between the value of the inventory listed in Schedule
1.1 and $4 million. With respect to the initial inventory of spare parts, CACI
may request substitutions within the same six-month period, subject to Federal's
reasonable consent.

Assumption of Liabilities. Upon and subject to the terms and conditions hereof,
at the Closing (as hereinafter defined), CACI Sub shall assume and shall agree
to discharge the liabilities of Federal identified in Schedule 0 (the
"Liabilities"). Except for the liabilities so identified, CACI Sub will assume
no liabilities of Federal in connection with this transaction. Without limiting
the generality of the foregoing, Federal shall be solely responsible for payment
of all amounts at any time owing by Federal with respect to the business of
Federal, both before and after the Closing Date, whether accrued or contingent,
known or unknown, other than the Liabilities.

Instruments of Transfer. The transfer of the Assets to be transferred to CACI
Sub at the Closing shall be effected by bills of sale, assignment and assumption
agreements, and such other instruments of transfer as shall transfer to CACI Sub
full title to the Assets free and clear of all liens, charges, security
interests and other encumbrances whatsoever except the Liabilities and pursuant
to which CACI Sub shall assume and agree to discharge the Liabilities, in
substantially the form attached as Exhibit A.

Purchase Price. CACI Sub and CACI Parent jointly and severally shall pay to
Federal, for the transfer of the Assets, a total purchase price of Forty Million
Dollars ($40,000,000) (the "Purchase Price") as follows:

Twenty Five Million Dollars ($25,000,000) at the Closing (as defined in Section
1.5) by wire transfer, by CACI Sub's certified or bank cashier's check payable
to Federal, or in other form of immediately available funds acceptable to
Federal, or by combination of any of the foregoing;

One Million Dollars ($1,000,000) within six months after the Closing.

One Million Dollars ($1,000,000) shall be paid to First Union Bank (the "Escrow
Agent") to be held for a one-year period as the escrow fund (the "Escrow Fund"),
pursuant to the terms of an Escrow Agreement to be entered into among the
parties hereto and the Escrow Agent in substantially the form attached as
Exhibit B (the "Escrow Agreement"); and

1.4.4(a) For the purpose of this Section 1.4.4, the "Succession Event" shall
mean the earlier of the following: (i) fifteen (15) calendar days following the
award of a successor contract to Contract No. DCA200-91-D-0027 (the


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"AFNET Contract") that is effective to allow Federal or its successor to
continue to provide services and to perform work for DISA unless a timely
protest against the award is filed that results in a suspension of performance
of such successor contract, in which case upon resolution of the protest; or
(ii) the effective date of an arrangement that permits Federal or its successor
to continue to provide services to perform work for DISA substantially similar
to the work performed under the AFNET Contract for a period extending beyond
June 30, 2003;

(b) Thirteen Million Dollars ($13,000,000) shall be paid after the Succession
Event (as herein defined) in accordance with any of the methods of payment set
forth in Section 1.4.1, subject to prepayment and as provided hereinafter, on
the following schedule:

Ten Million Dollars ($10,000,000) will be paid five (5) business days after the
Succession Event:

One Million Five Hundred Thousand Dollars ($1,500,000) will be paid one (1) year
after the Succession Event:

One Million Five Hundred Thousand Dollars ($1,500,000) will be paid two (2)
years after the Succession Event:

(c) If the work currently performed by Federal under the AFNET Contract is
extended or otherwise is permitted to continue beyond July 1, 2001, on terms
substantially similar to those under the current AFNET Contract ("Extension" or
"Extensions"), then CACI Sub or CACI Parent shall pay to Federal within five (5)
business days of the Extension Four Hundred Sixteen Thousand Six Hundred
Sixty-Six Dollars and Sixty-Six Cents ($416,666.66) for each month of such
Extension (or Extensions) up to a maximum of Ten Million Dollars ($10,000,00).
If such Extension (or Extensions) continue(s) until June 30, 2003, CACI Parent
shall also make the following payments to Federal:

One Million Five Hundred Thousand Dollars ($1,500,000) within five (5) business
days of June 30, 2003; and

One Million Five Hundred Thousand Dollars ($1,500,000) on June 30, 2004.

In the event that there is an Acquisition (as defined in Section 7.1) of CACI
Parent or CACI Sub before June 30, 2002, one-half (1/2) of the outstanding
balance of the Thirteen Million Dollars ($13,000,000) in payments provided for
in Section 1.4.4(b) shall become due (regardless of whether a Succession Event
has occurred) and shall be paid to Federal within sixty (60) days of the closing
of such Acquisition in accordance with any of the methods of payment set forth
in Section 1.4.1; any remaining unpaid portion of the Thirteen Million Dollars
($13,000,000) shall be paid in accordance with the terms set forth in this
Section 1.4.4(b) or (c) as the case may be, except that payments previously made
under this subsection (d) due to an Acquisition of CACI Parent or CACI Sub shall
be credited first to satisfy the Ten Million Dollars ($10,000,000) payment under
Subsection 1.4.4(b)(i) or (c), and then in sequence to each of the subsequent
payments set forth in Subsections 1.4.4(b)(ii and iii) or (c)(i) and (ii) until
such payments are satisfied.

However, in the event that there is an Acquisition of either Federal or XXX.XXX
before June 30, 2003, and if following such Acquisition the acquiror of Federal
or in the event of an Acquisition of XXX.XXX, XXX.XXX or its successor ceases to
offer XXX.XXX products in the federal (United States Government) marketplace
through that date, then from that time CACI Parent and CACI Sub shall be
released from any further payments due or that may become due under Subsection
1.4.4.

In addition, CACI Parent will pay to XXX.XXX a royalty pursuant to the terms and
conditions of a Royalty Agreement in substantially the form attached hereto as
Exhibit C (the "Royalty Agreement").

         The closing of the purchase and sale of the Assets (the "Closing")
shall be held at the offices of CACI Sub at 10:00 a.m. on December 8, 2000 (the
"Closing Date") or on such other date as the parties hereto may mutually agree
upon in writing.

At the Closing, in addition to the other actions contemplated by this Agreement,
the parties will enter into an agreement in substantially the form attached as
Exhibit D (the "Strategic Alliance Agreement").

                        : REPRESENTATIONS AND WARRANTIES
                             OF Federal AND XXX.XXX

Federal and XXX.XXX jointly and severally represent and warrant to CACI Sub and
CACI Parent as follows, except as otherwise set forth in the Disclosure Schedule
delivered to CACI Sub and CACI Parent by Federal and XXX.XXX:

Corporate Status. Each of XXX.XXX and Federal is a corporation duly organized,
validly existing and in good standing under the laws of Delaware. Each of
XXX.XXX and Federal is duly qualified to do business as a foreign corporation
and is in good standing in all jurisdictions in which the character of the
properties owned, leased or operated by it or the nature of the business
transacted by it makes such qualification necessary, except where failure to be
so qualified would not have a materially adverse effect on the financial
condition, business, assets, properties or results of operations of Federal
individually or XXX.XXX as a whole.

Subsidiaries. Federal has no subsidiaries.

Authority for Agreement. Each of XXX.XXX and Federal has the requisite corporate
power to own, lease and operate its properties and to conduct its business as
currently owned, leased, operated and conducted and to execute, deliver, and
perform this Agreement and to carry out its obligations hereunder. The
execution, delivery and performance


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of this Agreement and the other transactions contemplated hereby have been duly
and validly authorized by the Board of Directors of Federal and by XXX.XXX as
its sole stockholder, and no other corporate proceedings on the part of Federal
or XXX.XXX are necessary to authorize the execution, delivery and performance of
this Agreement and the other transactions contemplated hereby. This Agreement
has been duly executed and delivered by XXX.XXX and Federal and constitutes the
valid and binding obligation of each of them, enforceable against each party in
accordance with its terms.

No Default or Violation. The execution, delivery and performance of this
Agreement and the other transactions contemplated hereby do not and will not (i)
conflict with or result in a violation of any provision of the Certificate of
Incorporation or By-Laws of XXX.XXX or Federal, or (ii) with or without the
giving of notice or the lapse of time, or both, conflict with, or result in any
material violation or breach of or constitute a material default under, or
require the consent of any other party to, or result in any right to accelerate
or the creation of any lien, charge or encumbrance pursuant to, or right of
termination under, any provision of any note, mortgage, indenture, lease,
agreement or other instrument, permit, concession, grant, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation to which
either XXX.XXX or Federal is a party or by which it or any of its respective
assets or properties may be bound or which is applicable to it or to any of its
respective assets or properties. Except for filing with the Federal Trade
Commission and the United States Department of Justice pursuant to the
provisions of the H-S-R Act, no authorization, consent, approval, license,
order, or permit of, or declaration of, or filing with or notice to, any
governmental body or authority or any other person or entity is necessary for
the execution and delivery of this Agreement by XXX.XXX or Federal or the
consummation by either of the transactions contemplated by this Agreement

Financial Statements for Federal. Federal has previously furnished to CACI
Parent true and complete copies of its pro forma income statements for the FSB
for each of the two fiscal years ended March 31, 1999 and March 31, 2000 and for
the five-month period ended August 25, 2000 and a pro forma balance sheet for
the FSB as of August 25, 2000 (collectively, the "Federal Services Financial
Statements"). The balance sheet included in the Federal Services Financial
Statements fairly present in all material respects the financial position of the
FSB as of its date and the other financial statements included in the Federal
Services Financial Statements (including any related notes and schedules) fairly
present in all material respects the results of operations or other information
included therein of the FSB for the periods or as of the dates therein set
forth.

Absence of Material Adverse Changes and Undisclosed Liabilities. Since August
25, 2000, there has not occurred or arisen, whether or not in the ordinary
course of business: (i) any material adverse change in the assets, financial
condition, operations or business of the FSB, or (ii) any event, condition or
state of facts of any character that to Seller's Knowledge would materially and
adversely affect the ability of CACI Sub to use and operate the Assets. The FSB
has no material liabilities or obligations, fixed, accrued, contingent or
otherwise, that are not fully reflected or provided for on, or disclosed in the
notes to, the consolidated balance sheet as at August 25, 2000 included in the
Federal Services Financial Statements (the "2000 Balance Sheet") except (A)
liabilities and obligations incurred in or as a result of the ordinary course of
business since August 25, 2000, (B) liabilities and obligations permitted by or
provided for or contemplated by this Agreement and (C) liabilities and
obligations disclosed on the Schedules delivered hereunder.

Absence of Certain Changes. Since the date of the 2000 Balance Sheet, Federal
has conducted the FSB only in the ordinary course and has not:

suffered any damage or destruction in the nature of a casualty loss or other
loss that would be treated as an extraordinary item pursuant to Opinion No. 30
of the Accounting Principles Board, whether covered by insurance or not,
adversely affecting any property or business of the FSB;

granted any increase in the compensation payable or to become payable by the FSB
to its directors, officers, management personnel, consultants or agents (the
"FSB Employees") whose base individual annual remuneration exceeds $100,000 or
any increase in benefits under any bonus, insurance, pension or other benefit
plan made for or with any of such persons except in cases that have occurred in
the ordinary course of business;

encountered any labor union organizing activity material to the business,
operations, condition (financial or otherwise) or prospects of the FSB, had any
employee strike, work-stoppage, slow-down or lockout, or any substantial threat
of any imminent strike, work-stoppage, slow-down or lock-out, or had any adverse
change in its relations with its employees, agents, customers or suppliers or
any governmental or regulatory authorities, that, in any of the foregoing cases,
has had or is expected by the FSB to have a material adverse effect on the
business, operations, assets, financial condition, results of operations, or
prospects of the FSB;

cancelled or compromised any debts or waived or permitted to lapse any claims or
rights valued at more than $100,000 or sold, leased, transferred or otherwise
disposed of any of its properties or assets (real, personal or mixed, tangible
or intangible) with an individual value in excess of $100,000 related to the
FSB, except in the ordinary course of business and consistent with past
practice;

made any material capital expenditure or commitment for any addition to
property, plant or equipment for the FSB not in the ordinary course of business
or in any event in excess of an aggregate of $50,000; made any change in any
method of accounting or accounting practice;

paid, loaned or advanced any amount to, or sold, transferred or leased any
properties or assets (real, personal or mixed, tangible or intangible) to, or
entered into any agreement or arrangement with, any of the officers, directors
or Affiliates of the FSB, any officer or director of any of the Affiliates or
any Associates of any of the Affiliates of the FSB, officers or directors,
except for normal business advances to employees consistent with past practices,
directors' fees, compensation to officers and compensation increases permitted
by Section 0


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made any addition, deletion or material redesign in the family of product and
service lines offered by the FSB (excluding any upgrades, enhancements or bug
fixes) or, within any product or service line, any material changes in its
applicable list pricing and standard discount structures or warranties;

agreed, whether in writing or otherwise, to take any action described in this
Section 0; or

taken or suffered to exist any action that, if taken, not taken, or suffered to
exist after the date hereof, would constitute a breach of any of the
representations set forth in this Section 0.

Compliance with Applicable Law. The FSB has all requisite licenses, permits and
certificates from all foreign, federal, state and local authorities necessary to
conduct its business as presently conducted, and to own, lease and operate its
properties, except where the absence thereof does not and could not reasonably
be expected to have a material adverse effect on the business, operations,
assets, financial condition, results of operations, properties or prospects of
the FSB, and, to the best of Seller's Knowledge, the business of the FSB is not
being conducted in violation of any applicable law, statute, ordinance,
regulation, rule, judgment, decree, order, permit, license, concession, grant or
other authorization of any court or of any governmental entity or authority.

Litigation.

To Seller's Knowledge, there is no investigation, inquiry or review by any
governmental entity or authority with respect to the FSB pending or, to Seller's
Knowledge, threatened, nor has any governmental entity indicated to Federal an
intention to conduct the same;

there is no claim, action, suit, arbitration, or proceeding pending or, to
Seller's Knowledge, threatened against or affecting the FSB or any of its assets
or properties, at law or in equity, or before any court, arbitrator, or
governmental entity or authority, that either singly or in the aggregate may
have any material adverse effect on the financial condition, business,
operations, properties or prospects of the FSB; without limiting the generality
of the foregoing, there is no such claim pending which arises from or is based
on claimed liability of Federal for any defect in design, workmanship,
manufacture, or operability of any product sold by the FSB that either singly or
in the aggregate may have a material adverse effect on the financial condition,
business, operations, properties or prospects of the FSB.

To Seller's Knowledge, there is no claim, action, suit, labor dispute,
investigation or proceeding of any kind, pending or threatened, that involves,
affects or relates to the FSB or any of its officers, employees or directors in
connection with the business and affairs of the FSB that either singly or in the
aggregate may have any material adverse effect on the business, operations,
assets, financial condition, results of operations, or properties of the FSB;

to Seller's Knowledge, there is no basis for any such claim, action, suit,
proceeding, investigation, inquiry or review; and

to Seller's Knowledge neither Federal nor any of the FSB Employees is subject to
any order, writ, injunction, decree or judgment of any court, arbitrator or
governmental entity or authority relating to the conduct of the business of the
FSB.

Tax Matters. Federal has complied in all material respects with the requirements
for filing federal, state, local and foreign tax returns and reports required to
be filed by it or on its behalf. All taxes shown by the returns to be due and
payable have been paid to the extent already due. Federal has not been notified
in writing or otherwise by any taxing authority of any pending actions, claims,
suits or assessments for any tax deficiency.

Employee Benefit Plans; Compliance with ERISA.

Schedule 0 contains a true, correct and complete list of all pension, profit
sharing, retirement, deferred compensation, welfare, insurance, disability,
bonus, vacation pay, severance pay and other similar plans, programs or
agreements, and every material personnel policy, whether reduced to writing or
not, relating to any FSB Employees and maintained at any time by Federal or by
any other member of a controlled group of corporations, group of trades or
businesses under common control or affiliated service group which includes
Federal (as defined for purposes of Section 414(b), (c) and (m) of the Code)
(collectively, the "Federal Plans"). Federal has made available to CACI Sub
true, correct and complete copies of all Federal Plans that have been reduced to
writing, together with all documents establishing or constituting any related
trust, annuity contract, insurance contract or other funding instrument, and
summaries of those that have not been reduced to writing. With respect to all
Federal Plans, Federal has made available to CACI Sub the latest Forms 5500.
[Neither Federal nor any Affiliate has ever been obligated to contribute to any
"multi-employer plan," as defined in Section 3(37) of ERISA.] Neither Federal
nor any Affiliate has incurred any "withdrawal liability" calculated under
Section 4211 of ERISA and, to Seller's Knowledge, there has been no event or
circumstance which would cause Federal to incur any such liability. No plan
previously maintained by Federal or its Affiliates which was subject to ERISA
has been terminated; no proceedings to terminate any such plan have been
instituted within the meaning of Subtitle C of Title IV of ERISA; and no
reportable event within the meaning of Section 4043 of said Subtitle C has
occurred with respect to any Federal Plan with respect to the FSB Employees, and
no liability to the Pension Benefit Guaranty Corporation has been incurred with
respect to the FSB Employees. With respect to all the Federal Plans, Federal and
every Affiliate are in material compliance with all requirements prescribed by
all statutes, regulations, orders or rules currently in effect, and have in all
material respects performed all obligations required to be performed by them
with respect to the FSB Employees. To Seller's Knowledge neither Federal nor any
Affiliate, nor any of their directors, officers, employees or agents, nor any
trustee or administrator of any trust created under the Federal Plans, has
engaged in or been a


                                       4


party to any "prohibited transaction" as defined in Section 4975 of the Code and
Section 406 of ERISA with respect to a Federal Plan which could subject CACI Sub
or its Affiliates, directors or employees or the CACI plans or the trusts
relating thereto or any party dealing with any of the CACI plans or trusts to
any material tax or penalty on "prohibited transactions" imposed by Section 4975
of the Code. Neither the Federal Plans nor the trusts created thereunder have
incurred any "accumulated funding deficiency," as such term is defined in
Section 412 of the Code and regulations issued thereunder, whether or not
waived.

Each Federal Plan intended to qualify under Section 401(a) of the Code has been
determined by the Internal Revenue Service to so qualify, and the trusts created
thereunder have been determined to be exempt from tax under Section 501(a) of
the Code; copies of all determination letters have been delivered to CACI Sub;
and, to Seller's Knowledge, nothing has occurred since the date of such
determination letters which might cause the loss of such qualification or
exemption. With respect to each Federal Plan which is a qualified profit sharing
or stock bonus plan, all employer contributions accrued for the benefit of any
FSB Employee for plan years ending prior to the Closing Date under the Federal
Plan terms and applicable law have been made or accrued.

There are no actions, suits or claims pending or, to the Seller's Knowledge,
threatened, with respect to any of the Federal Plans, and there are no
outstanding written requests, other than routine requests for information
concerning such Federal Plans, by participants, beneficiaries or any government
agency. All of the liabilities of the FSB with respect to all of the Federal
Plans are accurately reflected in the 2000 Balance Sheet.

Employment-Related Matters.

(i) Federal is in compliance in all material respects with all applicable laws
respecting employment, consulting, employment practices, wages, hours, and terms
and conditions of employment with respect to the FSB; (ii) Federal is not a
party to any collective bargaining agreement or other contract or agreement with
any labor organization or other representative of any of the employees of
Federal; (iii) there is no labor strike, dispute, slowdown, work stoppage,
lockout or other labor controversy in effect, that is pending or, to Seller's
Knowledge, threatened against or otherwise affecting the FSB, and the FSB has
not experienced any labor controversy within the past three years; (iv) no labor
organization has claimed to represent any of the employees of Federal for
collective bargaining, and no one has sought any election or other proceeding to
establish a collective bargaining representation; (v) Federal has not closed any
plant or facility, effectuated any layoffs of employees or implemented any early
retirement, separation or window program relating to the FSB at any time from or
after March 31, 2000, nor has Federal planned or announced any action or program
for the future with respect to which the FSB has any material liability; and
(vi) Federal is in compliance in all material respects with its obligations
relating to the FSB pursuant to the Worker Adjustment and Retraining
Notification Act of 1988, and all other notification and bargaining obligations
arising under any collective bargaining agreement or statute relating to
employment; provided, however, that nothing in this Section 0 shall be construed
as any representation or warranty relating to the Code or ERISA.

Environmental.

(i) Federal is in full compliance in all material respects with all applicable
Environmental Laws applicable to the FSB, (ii) Federal has not received any
communication (written or oral), whether from a governmental authority,
employee, or any other person that alleges that Federal is not in such full
compliance, (iii) to Seller's Knowledge there are no circumstances that may
prevent or interfere with such full compliance in the future, and (iv) all
permits and other governmental authorizations currently held by Federal for the
FSB pursuant to the Environmental Laws are in full force and effect and no other
permits are required by Federal.

To Seller's Knowledge, there is no Environmental Claim pending or threatened
against or involving the FSB or against any person or entity whose liability for
any Environmental Claim the FSB has retained or assumed either contractually or
by operation of law.

There are no past or present actions, activities, circumstances, conditions,
events or incidents, including, without limitation, the release, threatened
release, emission, discharge or disposal of any Material of Environmental
Concern by Federal or by any other person to Seller's Knowledge, that could form
the basis of any Environmental Claim against the FSB or, to the Seller's
Knowledge, against any person or entity whose liability for any Environmental
Claim the FSB has retained or assumed either contractually or by operation of
law.

Without in any way limiting the generality of the foregoing, (i) no
polychlorinated biphenyls are or have been used or stored at any property owned
or leased by the FSB and (ii) no friable asbestos or asbestos-containing
material is present at any property owned or leased by FSB.

No Broker's or Finder's Fees. Neither XXX.XXX nor Federal 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 or any other acquisition transaction involving the FSB, except for
Quarterdeck Investment Partners.


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Assets Other Than Real Property.

Federal has good marketable title to, or a valid leasehold interest in, all of
the FSB assets other than real property shown on the 2000 Balance Sheet, except
as to assets disposed of since August 25, 2000 in the ordinary course of
business and in a manner consistent with past practice. Except as described in
Schedule 0, none of such assets is subject to any mortgage, pledge, lien,
security interest, lease or other encumbrance, except as reflected in the 2000
Balance Sheet or except for those incurred or made in the ordinary course of
business that do not materially impair the usefulness of such assets or
properties in the conduct of the business of the FSB.

To Seller's Knowledge the inventories shown on the 2000 Balance Sheet, and all
spare part inventories acquired since such date, consist of items of a quantity
and quality usable or saleable in the normal course of business of the FSB, and
to Seller's Knowledge the aggregate fair market value of the spare part
inventories shown on the 2000 Balance Sheet was, as of such date, at least equal
to the dollar amount shown on the 2000 Balance Sheet for such inventories. To
Seller's Knowledge all receivables have been collected or are collectible in the
amounts shown, less any allowances for doubtful accounts shown on the 2000
Balance Sheet. To Seller's Knowledge, all plant and equipment and personal
property owned by Federal included in the Assets (other than fully-depreciated
Assets) are in good operating condition and repair.

Real Property.

Federal does not own any real property.

Schedule 0 sets forth a true, correct and complete list as of the date hereof of
all leases of real property useful to FSB to which Federal is a party (the
"Leases"); Federal is not a party to any ground lease. True, correct and
complete copies of the Leases, and all amendments, modifications and
supplemental agreements thereto (which are identified on Schedule 0), have
previously been delivered by Federal to CACI Sub.

Agreements, Contracts and Commitments.

Except as disclosed in Schedule 0 or Schedule 0, Federal is not a party to:

any bonus, deferred compensation, pension, severance, profit-sharing, stock
option, employee stock purchase or retirement plan, contract or arrangement or
other employee benefit plan or arrangement relating to any FSB Employee;

any employment agreement relating to any FSB Employee that contains any
severance pay liabilities or obligations;

any agreement for personal services or employment for the FSB that is not
terminable on 30 days' (or less) notice by Federal without penalty or obligation
to make payments related to such termination;

any agreement of guarantee or indemnification for the FSB in an amount that is
material to Federal ;

any agreement or commitment containing a covenant limiting or purporting to
limit the freedom of Federal with respect to the FSB to compete with any person
in any geographic area or to engage in any line of business;

any lease (other than equipment leases under which Federal is lessor) to which
Federal is a party as lessor or lessee that (x) provides for future payments of
$100,000 or more, or (y) is material to the conduct of the FSB;

any joint venture agreement or profit-sharing agreement (other than with
employees) related to the FSB;

except for trade indebtedness incurred in the ordinary course of business, any
loan or credit agreements providing for the extension of credit to Federal or
any instrument evidencing or related in any way to indebtedness incurred in the
acquisition of companies or other entities or indebtedness for borrowed money by
way of direct loan, sale of debt securities, purchase money obligation,
conditional sale, guarantee, or otherwise that individually is in the amount of
$100,000 or more and which may affect the FSB;

any license agreement, either as licensor or licensee, or distributor, dealer,
franchise, manufacturer's representative, sales agency or other similar
agreement or commitment related to the FSB;

any contract or agreement for the future sale by the FSB of spare inventory
parts or services that involves the payment to Federal of more than $100,000 or
continues for a period of more than twelve months (including periods covered by
any option to renew by either party);

any contract or agreement for the future purchase by Federal of any materials,
equipment, services, or supplies for the FSB, that either provides for payments
in excess of $100,000 and cannot be terminated by it without penalty upon less
than three months' notice or was not entered into in the ordinary course of
business;

any agreement that provides for the sale of goods or services by the FSB that to
Seller's knowledge will result in a loss as a result of costs already incurred
or expected to be incurred to complete the agreement;

any agreement or arrangement for the assignment, sale or other transfer by
Federal of any agreement or lease (or right to payment thereunder) related to
the FSB by which it leases materials, products or other property to a third
party;

any contract or agreement for services and related to the FSB that provides for
payment to Federal of more than $100,000 and is subject to any discount or price
reduction arrangement other than as appears in the contract or related
modifications;


                                       6


any agreement or commitment exceeding $100,000 in amount for the acquisition,
construction or sale of fixed assets owned or to be owned by Federal related to
the FSB;

any agreement or arrangement for the sale of any of the assets, properties or
rights of the FSB (other than in the ordinary course of business) or for the
grant of any preferential rights to purchase any of its assets, properties or
rights;

any contract or agreement of Federal for the FSB not described above that was
not made in the ordinary course of business and that is material to the
business, operations, assets, financial condition, results of operations,
properties or prospects of Federal.

All agreements, contracts, plans, leases, instruments, arrangements, licenses
and commitments listed on Schedule 0 pursuant to this Section 0 are valid and in
full force and effect as to Federal; and Federal has not, nor to Seller's
Knowledge has any other party thereto, breached any provision of, or defaulted
under the terms of, nor to Seller's Knowledge are there any facts or
circumstances that would reasonably indicate that the FSB will or may be in such
breach or default under, any such contract, agreement, instrument, arrangement,
commitment, plan, lease or license, which breach or default (a) has not been
cured and (b) has or could reasonably be expected to have a material adverse
effect on the business, operations, assets, financial condition, results of
operations, or properties of the FSB.

Schedule 0 correctly identifies each such contract to be conveyed to CACI Sub
the provisions of which would be materially and adversely affected by this
Agreement and each such contract that requires the consent of a third party to
the Agreement in order to assign the contract.

Absence of Certain Payments. Neither Federal nor, to Seller's Knowledge, any
director, officer, agent, employee or other person associated with or acting on
behalf of any of them has used any funds of Federal for unlawful contributions,
gifts, entertainment or other unlawful expenses relating to political activity,
or made any direct or indirect unlawful payments or gratuities to government
officials or employees from corporate funds, or established or maintained any
unlawful or unrecorded funds, or violated any provisions of the Foreign Corrupt
Practices Act of 1977 or any rules or regulations promulgated thereunder.

Insurance Contracts; Banking Relationships. Schedule 0 lists all contracts of
insurance and indemnity (not shown in any other schedule referred to in this
Agreement) in force at the date hereof with respect to the FSB. Schedule 0 also
shows the names and locations of all banks in which the FSB has accounts or
lines of credit and, with respect to each such account or line of credit, the
names of all persons authorized to draw thereon.

Powers of Attorney, Guarantees. Except as set forth in Schedule 0, the FSB does
not have any power of attorney outstanding except to customs brokers in the
ordinary course of business and consistent with past practice, nor any
obligation or liability, either actual, accrued, accruing or contingent, as
guarantor, surety, co-signer, endorser (other than for purposes of collection in
the ordinary course of business), co-maker or indemnitor in respect of the
obligation of any person, corporation, partnership, joint venture, association,
organization or other entity.

Interests of Officers. To Seller's Knowledge, none of the officers or directors
of Federal has any interest in any property, real or personal, tangible or
intangible, including Intellectual Property used in or pertaining to the FSB,
except for the normal rights of a shareholder, and except for rights under
existing employee benefit plans.

Valuation of Spares. The valuation of the inventory of spare parts on Federal's
books and identified in Schedule 0 is determined in accordance with Federal's
normal internal accounting Policy consistently applied and set forth in Schedule
2.22.

No Misrepresentations. To Seller's Knowledge, no representation or warranty by
Federal in this Agreement, including the Exhibits and Schedules provided for
herein, contains or shall contain any untrue statement of material fact or omits
or shall omit to state a material fact necessary to make the statements not
misleading.

Reseller or Distributor Agreements of XXX.XXX. XXX.XXX is not a party to any
agreement, contractual or other arrangement pursuant to which XXX.XXX provides
or is expected or allowed to provide services or sell products directly to the
Federal Government of the United States or any agency thereof or to any state or
local government or any agency thereof.

2.25 Operational Plans. The Assets include or Federal otherwise has available an
adequate inventory of spare parts to support its current installed base of
products.

2.26 Reserved

2.27 Installed Products. To Seller's Knowledge the list of installed products
dated ________ and contained in Schedule 2.27 is a true, correct and complete
list of the installed products in support of which the FSB performs maintenance
services.

          : REPRESENTATIONS AND WARRANTIES OF CACI Sub AND CACI PARENT

CACI Sub and CACI Parent jointly and severally represent and warrant to Federal
and XXX.XXX as follows:

Corporate Status. CACI Sub and CACI Parent are corporations duly organized,
validly existing and in good standing under the laws of Delaware. CACI Sub and
CACI Parent are duly qualified to do business as foreign corporations and are in
good standing in all jurisdictions in which the character of the properties
owned, leased or


                                       7


operated by each or the nature of the business transacted by each makes such
qualification necessary, except where failure to be so qualified would not have
a materially adverse effect on the business, operations, assets, financial
condition, results of operations, properties or prospects of CACI Parent and its
Subsidiaries considered as a whole.

Subsidiaries. CACI Parent's material Subsidiaries are as listed in Exhibit 22 to
CACI Parent's Annual Report (Form 10-K) for the year ended June 30, 2000, as
filed with the SEC. CACI Parent owns all of the outstanding shares of capital
stock of CACI Sub, free and clear of all liens, charges, pledges, security
interests, encumbrances, and other restrictions and agreements with respect
thereto. There are no outstanding subscriptions, options, warrants, conversion
rights or other rights, securities, agreements or commitments obligating CACI
Parent or CACI Sub to issue, sell or otherwise dispose of any shares of capital
stock, or any securities or obligations convertible into, or exercisable or
exchangeable for, any shares of capital stock, of CACI Sub.

Authority for Agreement. CACI Sub and CACI Parent have the full corporate power
to own, lease and operate their properties and to conduct their businesses as
currently owned, leased, operated and conducted and to execute, deliver, and
perform this Agreement and to carry out their obligations hereunder. The
execution, delivery and performance of this Agreement and the other transactions
contemplated hereby have been duly and validly authorized by the Boards of
Directors of CACI Sub and CACI Parent and no other corporate proceedings on the
part of CACI Sub or CACI Parent including, without limitation, stockholder
approval, are necessary to authorize the execution, delivery and performance of
this Agreement and the other transactions contemplated hereby. This Agreement
has been duly executed and delivered by CACI Sub and CACI Parent and constitutes
a valid and binding obligation of each of them, enforceable against each of them
in accordance with its terms.

No Default or Violation. The execution, delivery and performance of this
Agreement and the other transactions contemplated hereby do not and will not (i)
conflict with or result in a violation of any provision of the Certificate of
Incorporation or By-Laws of CACI Parent or CACI Sub, or (ii) with or without the
giving of notice or the lapse of time, or both, conflict with, or result in any
material violation or breach of or constitute a material default under, or
require the consent of any other party to, or result in any right to accelerate
or the creation of any lien, charge or encumbrance pursuant to, or right of
termination under, any provision of any note, mortgage, indenture, lease,
agreement or other instrument, permit, concession, grant, franchise, license,
judgment, order, decree, statute, law, ordinance, rule or regulation to which
CACI Parent or CACI Sub is a party or by which either of them or any of their
assets or properties may be bound or which is applicable to either of them or
any of their assets or its properties. No authorization, consent, approval,
license, order, or permit of, or declaration of, or filing with or notice to,
any governmental body or authority or any other person or entity is necessary
for the execution and delivery of this Agreement by CACI Sub or CACI Parent or
the consummation by CACI Sub and CACI Parent of the transactions contemplated
hereby or to enable CACI Parent and CACI Sub to continue to conduct their
business after the Closing in a manner consistent in all material respects with
that in which they are currently conducted.

Annual Reports. CACI Parent has previously furnished to Federal true and
complete copies of its published consolidated Annual Reports, for each of the
three fiscal years ended June 30, 1998, 1999 and 2000 (the "CACI Reports"). Each
of the balance sheets included in the CACI Reports (including any related notes
and schedules) fairly presents the consolidated financial position of the CACI
Parent and its consolidated subsidiaries, including CACI Sub, as of its date and
the other financial statements included in the CACI Reports (including any
related notes and schedules) fairly present the consolidated results of
operations or other information included therein of the CACI Parent and its
subsidiaries, including CACI Sub, for the periods or as of the dates therein set
forth, in each case in accordance with generally accepted accounting principles
consistently applied during the periods involved. None of the CACI Reports
contained as of its date any untrue statement of a material fact or any omission
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading, or (b) is required to be amended or supplemented as of the
date of this Agreement. Since June 30, 2000, CACI Parent has filed all required
forms, reports and documents with the SEC required to be filed by it pursuant to
the federal securities laws and the rules and regulations thereunder, all of
which have complied as of their respective filing dates in all material respects
with all applicable requirements of the Securities Act, the Securities Exchange
Act of 1934 and the rules and regulations under each such act.

Absence of Material Adverse Changes and Undisclosed Liabilities. Except as set
forth on Schedule 0 or as disclosed in the CACI Reports, since June 30, 2000
there has not occurred or arisen, whether or not in the ordinary course of
business: (i) any material adverse change in the assets, financial condition,
operations or business of CACI Parent and its Subsidiaries considered as a whole
or of CACI Sub, or (ii) any event, condition or state of facts of any character
that might materially and adversely affect the results of operations, business,
financial condition or prospects of CACI Parent and its Subsidiaries considered
as a whole or of CACI Sub. CACI Parent and its Subsidiaries, considered as a
whole, have no material liabilities or obligations, fixed, accrued, contingent
or otherwise, that are not fully reflected or provided for on, or disclosed in
the notes to, the consolidated balance sheet as at June 30, 2000 included in the
CACI Reports (the "2000 Balance Sheet") or elsewhere in the CACI Reports, except
(A) liabilities and obligations incurred in or as a result of the ordinary
course of business since June 30, 2000, none of which individually or in the
aggregate has been or is materially adverse to the operations, business,
financial condition or prospects of CACI Sub and its Subsidiaries considered as
a whole, (B) liabilities and obligations permitted by or provided for or
contemplated by this Agreement and (C) liabilities and obligations disclosed on
the Schedules delivered hereunder.


                                       8


No Misrepresentations. No representation or warranty by CACI Parent or CACI Sub
in this Agreement, nor any statement, certificate or schedule furnished or to be
furnished by or on behalf of CACI Parent or CACI Sub pursuant to this Agreement
nor any document or certificate delivered to Federal and XXX.XXX pursuant to
this Agreement, when taken together with the foregoing, contains or shall
contain any untrue statement of material fact or omits or shall omit to state a
material fact necessary to make the statements not misleading.

No Broker's or Finder's Fees. Neither CACI Sub nor CACI Parent 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, other than Xxxxxxx Xxxxx & Associates, Inc.

No Financing Required. CACI Sub and CACI Parent intend and expect to pay the
Purchase Price from cash resources currently available to CACI Parent and will
not require any new financing to close the transactions contemplated by this
Agreement or to pay the balance of the Purchase Price as and when payable.

Litigation.

There is no investigation, inquiry or review by any governmental entity or
authority pending against CACI Sub or, to CACI Parent's knowledge, threatened,
nor has any governmental entity indicated to CACI Sub or CACI Parent an
intention to conduct the same;

there is no claim, action, suit, arbitration, or proceeding pending or, to CACI
Parent's knowledge, threatened against or affecting CACI Parent or CACI Sub or
any of their assets or properties, at law or in equity, or before any court,
arbitrator, or governmental entity or authority, that either singly or in the
aggregate may have any material adverse effect on the financial condition,
business, operations, properties or prospects of CACI Parent or CACI Sub;

to CACI Parent's and CACI Sub's knowledge, there is no claim, action, suit,
labor dispute, investigation or proceeding of any kind, pending or threatened,
that involves, affects or relates to CACI Parent or CACI Sub or any of their
officers, employees or directors in connection with the business and affairs of
CACI Parent or CACI Sub that either singly or in the aggregate may have any
material adverse effect on the business, operations, assets, financial
condition, results of operations, or properties of CACI Parent or CACI Sub; and

there is no basis, to the best of CACI Parent's or CACI Sub's knowledge, for any
such claim, action, suit, proceeding, investigation, inquiry or review.

                                   : COVENANTS

      It is further agreed as follows:


Conduct of Business. Between the date of this Agreement and the Closing Date or
the date, if any, on which this Agreement is earlier terminated pursuant to
Section 0, except as contemplated by this Agreement or as otherwise consented to
by CACI Sub in writing, (which consent shall not be unreasonably withheld)
Federal and XXX.XXX shall keep and observe the following covenants:

Federal shall conduct the operations of the FSB and pay its accounts payable
according to its ordinary and usual course of business consistent with past
practices and shall use all commercially reasonable efforts to preserve intact
the FSB's business organization, facilities, good will, assets, prospects, and
licenses, permits and certificates from federal, state and local authorities,
retain its present officers, and to maintain satisfactory relationships with
businesses, suppliers, distributors, customers and others having business
relationships with it, and further:

(a) shall use reasonable efforts to maintain in full force and effect all
contracts of insurance and indemnity for the FSB specified in any Schedule
hereto;

(b) shall repair and maintain all of the FSB's tangible properties and assets in
accordance with its usual and ordinary repair and maintenance standards;

(c) shall confer on a regular and frequent basis with representatives of CACI
Sub to report material operational matters and the general status of ongoing
operations for the FSB; and

(d) shall notify CACI Sub of any material emergency or other material change in
the operation of the business or properties of the FSB and of any governmental
complaints, investigations or hearings (or communications indicating that the
same may be contemplated) pertaining to the FSB.

Federal shall not without the prior written consent of CACI Parent, which shall
not be unreasonably withheld:

borrow or agree to borrow any funds or incur, or assume or become subject to,
whether directly or by way of guaranty or otherwise, any obligation or liability
(absolute or contingent) which may affect the ability of Federal to consummate
the transactions contemplated by this Agreement, except obligations incurred in
the ordinary course of business;

pay, discharge or satisfy any claim, liability or obligation (absolute, accrued,
contingent or otherwise), other than the payment, discharge or satisfaction in
the ordinary course of business of obligations reflected on or reserved against
in the balance sheet included in the most recent financial statements delivered
to CACI Parent or incurred since the date of such balance sheet in the ordinary
course of business and consistent with past practice or in connection with this
transaction or other proposed acquisition transactions;

grant or make any general increase in the compensation of any of the FSB
Employees, (including any such increase pursuant to any bonus, pension,
insurance, profit-sharing or other plan or commitment) or any increase in the


                                       9


compensation or benefits payable or to become payable to any FSB Employee except
such increases as arise in the ordinary course of business consistent with past
practice;

except as required by this Agreement or by applicable law, amend or adopt in any
material respect, any agreement or plan (including severance arrangements) for
the benefit of the FSB Employees;

make any capital expenditure or commitment for addition to the FSB's assets,
property, plant or equipment not in the ordinary course of business and
consistent with past practice or in any event in excess of an aggregate of
$100,000;

dispose, mortgage, pledge or otherwise encumber any of the Assets, and in no
event shall an Asset having a value of $100,000 or more be sold by it except in
the ordinary course of business and consistent with past practice;

enter into an agreement, contract, or commitment for the FSB that, if entered
into prior to the date hereof, would be required to be listed on a Schedule
delivered to CACI Sub pursuant to the terms of this Agreement other than
agreements for the provision of services entered into in the ordinary course of
business;

amend, terminate or change in any material respect any lease, contract,
undertaking or other commitment of the FSB listed in any Schedule and to be
acquired by CACI Sub at the Closing hereunder or knowingly do any act or omit to
do any act, or permit an act or omission to act, that will cause a breach of any
such lease, contract, undertaking or other commitment;

cancel or compromise any debts of the FSB, or waive, release, transfer or permit
to lapse any claims or rights of the FSB of substantial value, or sell, lease,
transfer or otherwise dispose of any of the properties or assets (real, personal
or mixed, tangible or intangible) of the FSB, except in the ordinary course of
business and consistent with past practice;

make any change in any method of accounting or accounting practice;

enter any transaction not in the ordinary business of the FSB which, in CACI
Sub's reasonable judgment, is materially adverse to the business, operations,
financial condition, properties or prospects of FSB;

make any addition, deletion or material redesign in the family of product and
service lines offered by the FSB (excluding any upgrades, enhancements or bug
fixes) or, within any product or service line, material changes in its
applicable list and standard discount pricing structures, or warranties;

agree in writing or otherwise to take any of the foregoing actions or any action
that would make any representation or warranty in this Agreement materially
untrue or incorrect.

Federal will promptly advise CACI Sub in writing of the commencement or written
threat of any claim, litigation or proceeding against Federal relating to the
FSB or the Assets, whether covered by insurance or not, (i) when the amount
claimed exceeds $10,000 in any one case or $100,000 in the aggregate, or (ii)
when such claim, litigation, proceeding or written threat thereof relates in any
way to this Agreement or any of the transactions contemplated hereby.

Access and Information; Confidentiality.

Each of Federal and CACI Sub shall afford to the other party and to its
officers, employees, accountants, counsel and other authorized representatives
full and reasonable access, upon 24 hours advance telephone notice to the
party's designated representative, during regular business hours, throughout the
period prior to the earlier of the Closing Date or the termination of this
Agreement, if any, pursuant to Section 6 hereof, to its plants, properties,
books and records, and shall use reasonable efforts to cause its representatives
and independent public accountants to furnish to the other party such additional
financial and operating data and other information relating thereto as the other
party may from time to time reasonably request. The designated representative
for Federal is Xxxx Xxx Xxxxx or her designees.

Each party and its representatives will hold in strict confidence all documents
and information concerning the other party and its Subsidiaries furnished in
connection with the transactions contemplated by this Agreement (except to the
extent that such information can be shown to have been (i) in the public domain
through no action by the party in violation of this Section 0, (ii) in the
party's possession at the time of disclosure and not acquired by the party
directly or indirectly from the other party on a confidential basis or (iii)
disclosed by the other party to others on an unrestricted, non-confidential
basis) and will not release or disclose any such documents or information to any
other person and shall not use nor permit others to use such documents or
information except in connection with this Agreement and the transactions
contemplated hereby. In the event of the termination of this Agreement, each
party shall return to the other party all documents, work papers and other
material so obtained by it, or on its behalf, and will return or destroy all
copies, digests, abstracts or other materials relating thereto, whether so
obtained before or after the execution hereof, and will comply with the terms of
the confidentiality provisions set forth herein.

Further Assurances; Cooperation.

Subject to terms and conditions herein provided and to the fiduciary duty of
each party's Board of Directors and officers, each of the parties agrees to use
its best 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 the Agreement and the other
transactions contemplated by this Agreement. In case at any time any further
action, including the obtaining of waivers and consents under material contracts
and leases, is necessary or desirable


                                       10


to carry out the purposes of this Agreement, the proper officers and directors
of each party to this Agreement are hereby directed and authorized to use their
efforts to effectuate all required action.

CACI Sub shall cooperate with XXX.XXX in all reasonable plans and proposals to
obtain "recompete" contracts for services that Federal currently performs with
respect to the DSSG program. In particular, with respect to such work CACI
Parent and CACI Sub will use their best reasonable efforts to participate in
every team that submits bids or proposals in response to any request for
proposals issued in connection with the anticipated DSSGII Procurement.

CACI Parent and XXX.XXX shall cooperate to assure that any pro forma financial
statements relating to the transactions contemplated by this Agreement published
by either of them or filed by either of them with the SEC will be based on
consistent underlying financial information.

The parties shall cooperate to prepare and to submit to the appropriate
government agencies as promptly as practicable any pre-merger notification
required under the H-S-R Act and to provide any information requested by any
such agency.

Employment of FSB Employees. CACI Sub will offer employment to the FSB
Employees, commencing at the effective date of the Closing, on terms and
conditions as near to their respective existing terms and conditions of
employment as may be practicable in view of CACI Sub's existing compensation and
employee benefits practices and policies. For a period of three (3) years after
Closing, Federal and XXX.XXX will not hire, any FSB Employee who accepts
employment by CACI Sub without CACI Sub's written consent, and CACI Parent and
CACI Sub will not hire, any other employee of Federal to leave the employment of
Federal without Federal's written consent.

Releases of Information. Neither party shall announce or disclose to any other
person (other than the respective parties' employees, agents, advisors or
representatives who have a "need to know" in order to help effectuate the
Acquisition) the terms or provisions of this Agreement without the prior written
consent of the other party (which consent shall not be unreasonably withheld)
except as disclosure may be required by law. CACI Parent and XXX.XXX shall
consult each other before issuing any press release or other public announcement
referring to this Agreement or the terms and conditions of the transactions
contemplated hereby.

Restricted Activities and Transactions. Federal and XXX.XXX will not, directly
or indirectly, solicit or authorize the solicitation of, or enter into any
agreement or understanding or engage in any discussions with, or disclose any
nonpublic information concerning either party to, or otherwise cooperate in any
way with, any person or entity with respect to any offer or possible offer from
a third party concerning any tender offer, exchange offer, merger, business
combination, sale of substantial assets, sale of shares of capital stock, or
similar transaction relating to the FSB (an "Acquisition Proposal").
Notwithstanding the foregoing, Federal and XXX.XXX may discuss, negotiate, enter
into an agreement with or furnish information concerning the business,
properties or assets of the FSB to any person or entity ("entertain an
Acquisition Proposal") if Federal or XXX.XXX, as the case may be, has received
an Acquisition Proposal without prior solicitation and Federal's or XXX.XXX's
outside legal counsel advises that entity's Board of Directors in writing that
it would be a breach of their fiduciary responsibilities to refuse to entertain
the Acquisition Proposal. In the event that Federal accepts an Acquisition
Proposal from any person or entity other than CACI Sub or CACI Parent or that
Federal's or XXX.XXX's Board of Directors fails to approve or withdraws or
modifies its approval of the transaction contemplated by this Agreement
otherwise than in response to a failure of CACI Sub to satisfy any condition
precedent to Federal's obligation to consummate the purchase and sale, XXX.XXX
shall pay to CACI Sub, as compensation for the effort and expense incurred by
CACI Sub and CACI Parent in negotiating this Agreement and otherwise preparing
to consummate the Acquisition, the sum that equals the greater of (i) the actual
costs incurred by CACI Sub and CACI Parent, or (ii) Three Million Dollars
($3,000,000). In the event that CACI Sub or CACI Parent fails to consummate
transactions contemplated hereby for reasons other than non-fulfillment of the
conditions precedent specified in Section 5.1 or Section 5.2, CACI Parent shall
pay to XXX.XXX, as compensation for the effort and expense incurred by Federal
and XXX.XXX in negotiating this Agreement and otherwise preparing to consummate
the Acquisition, the sum of Three Million Dollars ($3,000,000).

Acquisition Proposals. Federal and XXX.XXX will provide CACI Sub and CACI Parent
with next business day notice of any Acquisition Proposal that any of them
receives from or on behalf of any third party, including in such notice the
identity of the offeror and the complete terms of such offer, and will provide
CACI Sub and CACI Parent with next business day notice of the receipt of any
information that such an offer may be made and any available details with
respect to such potential offer.

Notification of Certain Matters. At all times until the Closing, each party
shall promptly notify the other in writing of the occurrence or failure to occur
of any event that (a) would be likely to cause any representation or warranty
made by such party in this Agreement to be untrue or inaccurate at, or at any
time prior to, the Closing Date, or (b) will or may reasonably be likely to
result in the failure to satisfy any of the conditions specified in Article V.

Indemnification. Subject to the terms of this Section 0, Federal and XXX.XXX
(hereinafter sometimes collectively referred to as the "Indemnifying Parties"
and each as "Indemnifying Party") hereby agree to jointly indemnify CACI Sub and
CACI Parent and their respective directors, officers, employees, Affiliates,
representatives, successors and permitted assigns (collectively "Indemnified
Parties") from and against all Losses in connection with or otherwise relating
to any of the following:

any misrepresentation or inaccuracy in, or breach of, any representation or
warranty made by Federal or XXX.XXX in this Agreement, any Exhibits or Schedules
hereto, agreements and documents referred to in this Agreement or the
certificates delivered pursuant to this Agreement; and


                                       11


any breach of any covenant, agreement or obligation Federal or XXX.XXX contained
in this Agreement or any Schedule hereto, to be performed by Federal or XXX.XXX
at or prior to Closing; and

claims arising solely from the business of the FSB conducted before the Closing,
other than claims relating to maintenance of products sold by the FSB.

Claims for Indemnification. Whenever any claim shall arise for indemnification
hereunder, the Indemnified Party seeking indemnification, shall promptly notify
Federal in writing of the claim and the facts believed to constitute the basis
for such claim, all with reasonable specificity in light of the facts then
known; provided, however, that, failure to so notify the Indemnifying Party
shall not discharge the Indemnifying Party from any of its liabilities and
obligations hereunder except and to the extent that the failure prejudices the
Indemnifying Party, to the extent of such prejudice. The Indemnified Party shall
not settle or compromise any claim by a third party for which it is entitled to
indemnification hereunder without the prior written consent of the Indemnifying
Party, which shall not be unreasonably withheld.

Defense by Indemnifying Party. In connection with any claims giving rise to
indemnity hereunder resulting from or arising out of any claim or legal
proceeding by a person who is a third party ("Third Party Claims"), the
Indemnifying Party at its sole cost and expense may, upon written notice to the
Indemnified Party, assume the defense of any such claim or legal proceeding;
provided, however, that the Indemnified Party shall have the right to defend
against such claim or legal proceedings at its expense and in such manner as it
may deem appropriate, including but not limited to, settling such claim or legal
proceedings on such terms as the Indemnified Party may deem appropriate,
provided, however, that no such settlement shall be at the Indemnifying Party's
expense unless it is approved in advance by the Indemnifying Party. If the
Indemnifying Party does not assume the defense of any such claim or legal
proceeding resulting therefrom within 30 days after the date of receipt of the
notice referred to in Section 0 above, (a) the Indemnified Party may defend
against such claim or legal proceeding at the expense of the Indemnifying Party
and in such manner as it may reasonably deem appropriate, including but not
limited to, settling such claim or legal proceeding at the expense of the
Indemnifying Party and on such terms as the Indemnified Party may reasonably
deem appropriate, and (b) the Indemnifying Party shall be entitled to
participate in (but not control) the defense of such action, with its counsel
and at its own expense. No settlement of any claim or legal proceeding by an
Indemnified Party, shall be conclusive as to the amount of the Loss incurred by
such Indemnified Party in connection with such claim or legal proceeding.

Application of Escrow; Release of Escrow Funds. Any claim by CACI Sub or CACI
Parent for indemnification shall be recovered first by disbursement from the
Escrow Fund under the provisions of the Escrow Agreement. The Escrow Fund shall
be reduced from time to time by disbursement to CACI Sub or CACI Parent in
payment of resolved claims for indemnification pursuant to the terms of the
Escrow Agreement. The balance of the Escrow Fund in excess of such amount as may
be necessary and sufficient to cover the sum of all claims resolved in CACI
Sub's or the CACI Parent's favor and not theretofore paid and all claims
asserted but not then resolved shall be released on the date that is one year
from the Closing Date.

Treatment of Indemnification Payments. All indemnification payments under this
Section 0 shall be deemed adjustments to the Purchase Price.

Limitation of Liability. In no event shall the aggregate liability of the
Indemnifying Parties exceed an amount equal to twenty per cent (20%) of the
amount of the Purchase Price actually paid to Federal.

Assignment and Assumption of Contracts

Assignment and Assumption of Executory Contracts. At the Closing, Federal will
assign to CACI Sub and CACI Sub will assume all responsibilities of Federal
related to the provision of Services as defined in the Strategic Alliance
Agreement under all executory contracts listed in Schedule 0 to which Federal is
a party and which may be assigned by Federal to CACI Sub.

Performance of Non-Assignable Contracts. With respect to each contract listed in
Schedule 0 which cannot be assigned at the Closing to CACI Sub for any reason,
including any requirement for the consent of the other contracting party or for
novation in the case of a contract with the federal government (herein referred
to as a "Non-Assignable Contract"), after the Closing CACI Sub shall perform
Federal's responsibilities thereunder as to the FSB until assignment (or
novation in the case of contracts with the federal government) of such contract
has been approved, the contract has been completed, or the contract has
otherwise terminated all as provided in the subcontracting agreement
substantially in the form of Exhibit E (the "Subcontract").

Payments Received from Non-Assignable Contracts. After the Closing, to the
extent that CACI Sub performs the relevant services CACI Sub shall be entitled
to any and all service related payments received by Federal or XXX.XXX under any
Non-Assignable Contract, and such payments received by Federal or XXX.XXX shall
be deemed to be held by Federal or XXX.XXX as agent solely for CACI Sub and
shall be held in trust for the sole benefit of CACI Sub. Any payments received
by Federal in the name of Federal for services related to efforts by the FSB
with respect to such Non-Assignable Contracts may be endorsed, deposited, drawn
against or otherwise used by CACI Sub as its property and Federal hereby
authorizes CACI Sub to sign Federal's name or act in Federal's stead with full
power of attorney with regard to such payments.

Assignment of Proceeds from all Contracts. As of the Closing and to the extent
permitted by law Federal sells, assigns, conveys, grants, and transfers to CACI
Sub all of Federal's right, title, and interest in and to all cash and


                                       12


non-cash proceeds from the FSB's receivables or other payment due to Federal for
the FSB with respect to the contracts listed in Schedule 0, including the
Non-Assignable Contracts, and including, without limitation, claims against
governmental entities. All such proceeds shall automatically and immediately
become the property of CACI Sub at the earliest moment allowed by law and shall
be paid to CACI Sub immediately upon receipt by Federal or XXX.XXX. Any and all
proceeds and payments for the FSB received by Federal or XXX.XXX after the
Closing shall be deemed to be held by Federal or XXX.XXX as agent solely for
CACI Sub and shall be held in trust for the sole benefit of CACI Sub.

After the Closing, Federal and XXX.XXX will direct the appropriate disbursement
and payment offices to remit all receivables, payments, proceeds, and moneys
attributable to the FSB with respect to the contracts listed in Schedule 0 to a
location identified by CACI Sub.

Execution of Documents to Implement Assignments. Following the Closing, Federal
will execute and deliver to CACI Sub any and all documents reasonably requested
by CACI Sub that are necessary to accomplish the assignment from Federal to CACI
Sub of the payments, proceeds and receivables as to the FSB conveyed by the
provisions of this Agreement to CACI Sub, including, but not limited to,
instruments of assignment and notices of assignment to financial institutions;
but no such document shall be effective to entitle CACI Sub to any payment due
to Federal for any activity other than the FSB.

Novation of Government Contracts. After the Closing, the parties shall use
commercially reasonable efforts to facilitate a novation of all Non-Assignable
Contracts, or services related parts thereof for the FSB, with federal
government entities contemporaneously with the Closing, or as soon thereafter as
practicable, and shall cooperate to consummate a novation or similar agreement.

Assignment of all other Contracts. The parties shall use reasonable efforts to
facilitate an approved assignment as of the Closing of all Non-Assignable
Contracts or services related portion thereof for the FSB with parties other
than federal government entities contemporaneously with the Closing, or as soon
thereafter as practicable, and shall cooperate to consummate an assignment or
similar agreement.

Indemnification of Federal. If Federal is required to perform, or to guarantee
CACI Sub's performance of, any contract listed in Schedule 0 after the Closing,
whether pursuant to a novation agreement or otherwise, CACI Sub and CACI Parent
shall indemnify and hold harmless Federal to the extent of any payment on any
such required performance or on any such guarantee made by Federal.

Return of Proceeds. Following the Closing, CACI Parent and CACI Sub will take
any actions that may be necessary to promptly forward to Federal any cash or
non-cash proceeds received by CACI Parent or CACI Sub that relate to sales of
products or services by Federal that are not related to the FSB.

4.11 Transition. CACI Parent and CACI Sub will use their best efforts to remove
all former FSB employees and assets from Federal's offices at 0000 Xxxxx Xxxx.,
Xxxxx 000, Xxxxxx, Xxxxxxxx (the "Premises") within thirty (30) days of the
Closing. In the event that CACI Parent and CACI Sub are unable to do so, CACI
Sub agrees to pay Federal a pro-rata portion of the rent for the portion of the
premises occupied by former employees and/or assets of the FSB. The parties
agree to make employees available to each other to reasonably assist with
transition issues.

4.12 Non-Compete Agreements.

Non-Compete Covenants. For a period of ten (10) years from and after the
Closing, except as may be required in connection with performance of obligations
contained in the Strategic Alliance Agreement between the parties and so long as
the Strategic Alliance Agreement remains in effect, without CACI Parent's
written permission Federal and XXX.XXX shall not provide, directly or indirectly
through any party other than CACI Sub or its specifically designated
subcontractors, to the United States Federal Government or any agency thereof or
to any state or local government or any agency thereof, any services similar to
or in competition with the services provided by the FSB with respect to XXX.XXX
products as they evolve during the term of the non-compete agreement.

For a period of ten (10) years from and after the Closing, except as may be
provided in the Strategic Alliance Agreement between the parties and so long as
the Strategic Alliance Agreement remains in effect, without XXX.XXX or Federal's
written permission CACI Sub shall not provide, directly or indirectly through
any party other than XXX.XXX's or Federal's specifically designated
subcontractors, to any commercial entity other than contractors performing work
pursuant to contracts with the United States Federal Government or any agency
thereof or to any state or local government or any agency thereof, any services
similar to or in competition with the services provided by the FSB with respect
to any XXX.XXX products as they evolve during the term of the non-compete
agreement.

4.13 Employee Retention Fund. XXX.XXX and Federal will provide a fund of One
Hundred Thousand Dollars ($100,000.00) to pay to designated employees of the FSB
in connection with arrangements intended to encourage such employees to remain
with the FSB up to and through the Closing. Representatives of CACI Sub and
Federal will consult with each other to designate employees to receive payments
and to determine the amounts of such requests and the appropriate contractual
instruments by which to implement such arrangements.

                             : CONDITIONS PRECEDENT

Conditions Precedent to the Obligations of Each Party. The obligations of
Federal, XXX.XXX, CACI Sub and CACI Parent to effect the Acquisition shall be
subject to the fulfillment at or prior to the Closing of the following
conditions and the parties shall exert their best efforts to cause each such
condition to be so fulfilled:


                                       13


No injunction or restraining or other order issued by a court of competent
jurisdiction that prohibits or materially restricts the consummation of the
Acquisition or any other material transaction contemplated by this Agreement
shall be in effect (each party agreeing to use its best efforts to have any such
injunction or other order lifted), and no governmental 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 Acquisition.

There shall not have been any action taken, and no statute, rule or regulation
shall have been enacted, by any state or federal government agency since the
date of this Agreement that would prohibit or materially restrict the
Acquisition.

All filings with and notifications to, and all approvals and authorizations of,
third parties (including, without limitation, governmental entities and
authorities) required for the consummation of the Acquisition and for the
business and operation of the Assets to be continued in the same manner as
currently conducted shall have been made or obtained and all such approvals and
authorizations obtained shall be effective and shall not have been suspended,
revoked or stayed by action of any governmental entity or authority (it being
understood that, as to contracts that may be novated, approval of the government
contracting authority may be sought after the Closing).

The Escrow Agreement, the Royalty Agreement, the Subcontract and the Strategic
Alliance Agreement shall have been executed by all parties thereto.

All applicable waiting periods (and any extensions thereof) under the H-S-R Act
shall have expired or otherwise been terminated and there has been no adverse
action by the Federal Trade Commission or the United States Department of
Justice in connection with the filing under the provisions of the H-S-R Act.

Conditions to Obligation of CACI Sub and CACI Parent to Effect the Acquisition.
The obligation of CACI Sub and CACI Parent to effect the Acquisition shall be
subject to the fulfillment at or prior to the Closing of the following
additional conditions and Federal and XXX.XXX shall exert their best efforts to
cause each such condition to be so fulfilled:

Federal and XXX.XXX shall have performed in all material respects all of its
covenants set forth herein that are required to be performed at or prior to the
Closing; and Federal and XXX.XXX shall have delivered to CACI Sub and CACI
Parent a certificate to that effect, dated the Closing Date and signed by a duly
authorized officer of Federal.

The representations and warranties of Federal and XXX.XXX contained in this
Agreement shall be true and correct in all material respects as of the Closing
as if made at the Closing, except for representations and warranties made
expressly as of the date of this Agreement or as of a specified date (which
representations and warranties shall be true and correct in all material
respects as of such date) and modifications or corrections appropriate to update
any representations, which are not collectively a material adverse change; and
Federal and XXX.XXX shall have delivered to CACI Sub and CACI Parent a
certificate to that effect, dated the Closing Date and signed by a duly
authorized officer of Federal and the President or other duly authorized officer
of XXX.XXX.

Federal and XXX.XXX shall have received, all in form and substance satisfactory
to CACI Sub's judgment reasonably exercised, all consents, approvals and waivers
under any loan or other agreements of Federal or XXX.XXX that are required in
connection with the transactions contemplated hereby; and all filings,
registrations, approvals and authorizations by or with, and notifications to,
all governmental authorities, domestic or foreign, or other organizations
required by Federal or XXX.XXX for consummation of the transactions contemplated
by this Agreement shall have been made or received, and shall be in full force
and effect, except for any consents, approvals or waivers or any filings,
registrations, approvals, authorizations or notifications that, if not received
or made, would not, in the aggregate, have a material adverse effect on the
business, financial condition or operations of CACI Sub, CACI Parent, Federal or
XXX.XXX, provided that approvals related to the Novation of Contracts may be
sought after the Closing.

CACI Sub shall have received an opinion or opinions of counsel to Federal and
XXX.XXX, addressed to CACI Sub and CACI Parent, dated the Closing Date,
substantially in the form set forth in Exhibit F hereto.

Federal and XXX.XXX shall have delivered to CACI Sub customary officers'
certificates relating to incumbency of officers, and corporate authorization.

Since the date of this Agreement there shall not have been any material adverse
change of any nature in the financial condition, business, operations,
properties or prospects the FSB.

Federal or XXX.XXX shall have provided CACI Sub with assurances reasonably
satisfactory to CACI Sub and CACI Parent in their sole discretion that CACI Sub
will be able to obtain full releases of all liens and other security interests
outstanding with respect to any of the Assets by paying agreed amounts to
identified financial institutions to pay off or to reduce indebtedness of
Federal related to the corresponding Assets.

CACI Sub and CACI Parent shall have completed their meetings with clients,
customers and entities with whom XXX.XXX or Federal has a significant business
relationship regarding the sale of products or services and determined that the
prospects for the FSB are reasonably consistent with their understanding of the
FSB as articulated by CACI Parent to XXX.XXX at the time the parties agreed to
the Purchase Price.

There shall have been no teaming agreement entered into by Federal or XXX.XXX or
any of XXX.XXX's Subsidiaries relating to DSSGII Procurement without a prior
written consent of CACI Parent and a certificate to that effect signed by a duly
authorized officer of Federal shall have been delivered to CACI Parent at the
Closing.

Conditions to Obligations of Federal and XXX.XXX to Effect the Acquisition. The
obligations of Federal and XXX.XXX to effect the Acquisition shall be subject to
the fulfillment at or prior to the Closing of the following


                                       14


additional conditions and CACI Sub and CACI Parent shall exert their best
efforts to cause each such condition to be so fulfilled:

CACI Sub and CACI Parent shall have performed in all material respects all of
their covenants set forth herein that are required to be performed at or prior
to the Effective Time; and each of CACI Sub and CACI Parent shall have delivered
to Federal and XXX.XXX a certificate to that effect, dated the Closing Date and
signed by its President or a Vice President, and Secretary.

The representations and warranties of CACI Sub and CACI Parent contained in this
Agreement shall be true and correct in all material respects as of the date
hereof and as of the Closing Date as if made at such date, except for
representations and warranties made expressly as of the date of this Agreement
or as of a specified date (which representations and warranties shall be true
and correct in all material respects as of such date); and each of CACI Sub and
CACI Parent shall have delivered to Federal and XXX.XXX a certificate to that
effect, dated the Closing Date and signed by its President or a Vice President,
and Secretary.

CACI Sub and CACI Parent shall have received, all in form and substance
satisfactory to Federal's judgment reasonably exercised, all consents, approvals
and waivers under any loan or other agreements of CACI Sub or CACI Parent that
are required in connection with the transactions contemplated hereby; and all
filings, registrations, approvals and authorizations by or with, and
notifications to, all governmental authorities, domestic or foreign, or other
organizations required by CACI Sub or CACI Parent for consummation of the
transactions contemplated by this Agreement shall have been made or received,
and shall be in full force and effect, except for any consents, approvals or
waivers or any filings, registrations, approvals, authorizations or
notifications that, if not received or made, would not, in the aggregate, have a
material adverse effect on the business, financial condition or operations of
CACI Sub, CACI Parent, XXX.XXX or Federal.

Federal and XXX.XXX shall have received an opinion of counsel to CACI Sub and
CACI Parent addressed to Federal and XXX.XXX, dated the Closing Date, to
substantially in the form set forth in Exhibit G hereto.

CACI Sub shall have delivered to Federal such officers' certificates and such
other documents as Federal shall reasonably request (other than additional
opinions of counsel).

Since the date of this Agreement there shall not have been any material adverse
change of any nature in the financial condition, business, operations,
properties or prospects of CACI Sub and CACI Parent.

                            : FAILURE OF CONSUMMATION

Methods of Termination. This Agreement may be terminated by written notice
promptly given to the other parties hereto, at any time prior to the Closing:

by mutual written consent of the Boards of Directors of Federal and CACI Sub;

by either CACI Sub or Federal, if a court of competent jurisdiction or
governmental, regulatory or administrative agency or commission shall have
issued an order, decree or ruling or taken any other action, in each case
permanently restraining, enjoining or otherwise prohibiting the transactions
contemplated by this Agreement and such order, decree, ruling or other action
shall have become final and nonappealable; or

by CACI Sub, if the Closing shall not have occurred on or before December 15,
2000 unless the absence of such occurrence shall be due to the failure of CACI
Sub or CACI Parent (or their Subsidiaries or Affiliates) to perform in all
material respects each of their respective material obligations under this
Agreement required to be performed by it at or prior to the Closing; or

by Federal, if the Closing shall not have occurred on or before December 15,
2000 unless the absence of such occurrence shall be due to the failure of
Federal (or Affiliates) to perform in all material respects each of their
respective material obligations under this Agreement required to be performed by
it at or prior to the Closing; or

by CACI Sub, if Federal or XXX.XXX shall have (i) withdrawn, modified or amended
in any material respect its approval of this Agreement or the transactions
contemplated herein, or (ii) taken any position inconsistent with such approval
or recommendation, including, without limitation, having failed (without the
consent of CACI Sub) after a reasonable period of time to reject or disapprove
any Acquisition Proposal; or

by CACI Sub, in the event of a material breach by Federal or XXX.XXX of any
representation, warranty or agreement contained herein which has not been cured
or is not curable by the earlier of the Closing Date or the thirtieth day after
written notice of such breach was given to Federal; or

by Federal, if Federal or XXX.XXX has received without prior solicitation an
Acquisition Proposal and its outside legal counsel has advised the Board of
Directors in writing that it would be a breach of their fiduciary
responsibilities to refuse to entertain the Acquisition Proposal; or

by Federal, in the event of a material breach by CACI Sub or CACI Parent of any
representation, warranty or agreement contained herein which has not been cured
or is not curable by the earlier of the Closing Date or the thirtieth day after
written notice of such breach was given to CACI Sub; or

by Federal, if CACI Sub or CACI Parent shall have withdrawn, modified or amended
in any material respect its approval of this Agreement or the transactions
contemplated hereby.

Effect of Failure of Consummation of the Acquisition. In the event of
termination under Section 6.1 hereof or if the Acquisition is not consummated
for any reason by January 31, 2001, this Agreement (except for Section 4.2.2)
shall forthwith become void and there shall be no liability on the part of any
of the parties hereto or their respective officers and directors to the other
party except that (i)in the event that this Agreement is terminated by CACI Sub


                                       15


pursuant to Section 6.1.5 or by Federal pursuant to Section 6.1.7 hereof ,
Federal shall forthwith pay to CACI Sub the amount set forth in Section 4.5; or
(ii) in the event that this Agreement is terminated by Federal pursuant to
Section 0 or Section 0 hereof, CACI Sub and/or CACI Parent shall forthwith pay
to Federal the amount set forth in Section 0.

                         : DEFINITIONS AND MISCELLANEOUS

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

Acquisition: the acquisition by a party, whether by merger, divestiture or other
form, of all or substantially all of the outstanding securities of XXX.XXX,
Federal, CACI Parent or CACI Sub, as the case may be, in a single transaction or
a series of related transactions (other than a merger with or into a 100% parent
entity or a 100% wholly owned subsidiary), or the acquisition of all or
substantially all of the assets (other than through a transfer of assets to a
100% parent entity or a wholly-owned subsidiary) of XXX.XXX, Federal, CACI
Parent or CACI Sub, as the case may be, in a single transaction or a series of
related transactions.

Acquisition Proposal: as defined in Section 0.

Affiliate and Associate: as defined in the rules and regulations of the
Securities Exchange Commission under the Securities Act of 1933.

AFNET Contract: as defined in Section 0.

Closing: as defined in Section 0.

Code: The Internal Revenue Code of 1986, as amended to date.

DSSGII Procurement: The Defense Information Systems Network Support Services -
Global procurement seeks to obtain bids from contractors to provide worldwide
services (i) to support the Defense Information Systems Agency's life cycle
management of the Defense Information Systems Network (DISN) telecommunications
infrastructure, (ii) to support Department of Defense and Defense Services and
Agencies in connection with their DISN-related telecommunications requirements,
and (iii) to support other Federal Government Departments in connection with
their DISN-related telecommunications requirements so long as they meet all
applicable FIRMR requirements.

Environmental Claim: any written notice by any governmental agency alleging
potential liability (including, without limitation, potential liability for
investigatory costs, cleanup costs, governmental response costs, natural
resources damages, property damages, personal injuries, fines or penalties)
arising out of, based on or resulting from (a) the presence, or release into the
environment by the FSB of material of Environmental Concern at any location,
whether or not owned by Federal or (b) circumstances forming the basis of any
violation, or alleged violation, of any Environmental Law.

Environmental Laws: the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. 9601 et seq.), the Hazardous Material Transportation
Act (49 U.S.C. 1801 et seq.), the Federal Water Pollution Control Act (38 U.S.C.
1251 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. 6901 et
seq.), the Clean Air Act (42 U.S.C. 7401 et seq.), the Toxic Substances Control
Act (15 U.S.C. 2601 et seq.), the Occupational Safety and Health Act (29 U.S.C.
651 et seq.), the Emergency Planning and Community Right to Know Act (42 U.S.C.
11001 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C.
135 et seq.), and the Food, Drug and Cosmetic Act (15 U.S.C. 2000 et seq.), in
each case as these laws have been amended or supplemented and any analogous
foreign, state or local statutes and the regulations promulgated pursuant
thereto.

ERISA: The Employee Retirement Income Security Act of 1974, as amended to date.

Escrow Agent, Escrow Agreement and Escrow Fund: as defined in Section 1.4.3.

Expenses: Expenses incurred in connection with the Acquisition, including,
without limitation, attorneys and accounting fees, fees of investment bankers or
advisers, costs of valuation, fees of valuation experts and due diligence costs.

Federal Plans: as defined in Section 0.

Federal Services Financial Statements: as defined in section 0

FSB Employees: as defined in section 0.

H-S-R Act: the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.

Loss or Losses: the amount of any actual damages, liabilities, obligations,
deficiencies, losses, expenditures, costs or expenses (including without
limitation reasonable attorneys' fees and disbursements). For purposes of
determining the amount of any Loss, the amount of any Loss shall be reduced by
any insurance proceeds received in respect thereof (in each case net of costs of
recovery and net of tax benefits).

Materials of Environmental Concern: those substances or constituents which are
regulated by, or form the basis of liability under, any Environmental Law.

Purchase Price: as defined in Section 0.

SEC: the Securities and Exchange Commission, or any governmental agency
succeeding to its functions.

Securities Act: Securities Act of 1933, as amended.

Seller's Knowledge: the actual knowledge of Xxxxxxx Xxxxxxxx, Xxxx Xxxxxx, Xxxx
Xxx, Xxxx Xxx Xxxxx, Xxxxx Xxxxxxxxxxx, or Xxxxxxx Xxxxxxxx.

Strategic Alliance Agreement: as defined in Section 0

Subcontract: as defined in Section 0


                                       16


Amendments and Supplements. At any time before or after the Closing Date, this
Agreement may be amended or supplemented by a written instrument signed by
Federal, XXX.XXX and CACI Sub and approved by their respective Boards of
Directors.

Extensions and Waivers. At any time prior to the Closing Date, the parties
hereto may (i) extend the time for the performance of any of the obligations or
other acts of the parties hereto, (ii) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto, and (iii) waive compliance with any of the covenants or
conditions contained herein [except the condition set forth in Section 0
hereof]. 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.

Survival of Representations and Warranties. Notwithstanding any investigation
conducted before or after the Closing, and notwithstanding any knowledge or
notice of any fact or circumstance which either CACI Sub, CACI Parent, Federal
or XXX.XXX may have as the result of such investigation or otherwise, CACI Sub
and CACI Parent, on the one hand, and Federal and XXX.XXX on the other, shall
each be entitled to rely upon the representations, warranties and covenants of
the other in this Agreement. Each of the representations, warranties and
covenants contained in this Agreement, made in any document delivered hereunder
or otherwise made in connection with the Closing hereunder shall survive the
Closing for a period of eighteen (18) months.

Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Virginia.

Notice. All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered by hand, sent via a reputable nationwide
courier service or mailed by registered or certified mail (return receipt
requested) to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice) and shall be deemed given on
the date on which so hand-delivered or on the third business day following the
date on which so mailed or sent:

         To CACI Parent and CACI Sub:
                  CACI International Inc
                  0000 Xxxxx Xxxxx Xxxx
                  Xxxxxxxxx, XX 00000
                    Attn: Xxxxxxx X. Xxxxxxxx, Chief Financial Officer

         With a copies to:
                  Xxxxxxx X. Xxxxxxxx, General Counsel
                  CACI International Inc
                  0000 Xxxxx Xxxxx Xxxx
                  Xxxxxxxxx, XX 00000

                  Xxxxx X. Xxxxxx, Esq.
                  Xxxxx, Xxxx & Xxxxx LLP
                  Xxx Xxxx Xxxxxx Xxxxxx
                  Xxxxxx, XX 00000

         To Federal:
                    N.E.T. Federal, Inc.
                    0000 Xxxxx Xxxx., Xxxxx 000
                    Xxxxxx, XX 00000-0000
                     Attention: President

         With a copy to:
                  Xxxx Xxx Xxxxx, General Counsel
                  Network Equipment Technologies, Inc.
                  0000 Xxxxx Xxxxx Xxxxxxx
                  Xxxxxxx, XX 00000

         To XXX.XXX:
                  Network Equipment Technologies, Inc.
                  xxx.xxx
                  0000 Xxxxx Xxxxx Xxxxxxx
                  Xxxxxxx, XX 00000
                    Attention:

         With a copy to:
                  Xxxx Xxx Xxxxx, General Counsel
                  Network Equipment Technologies, Inc.
                  xxx.xxx
                  0000 Xxxxx Xxxxx Xxxxxxx
                  Xxxxxxx, XX 00000


                                       17


Entire Agreement, Assignability, etc. This Agreement together with the Escrow
Agreement, the Royalty Agreement, the Subcontract, and the Strategic Alliance
Agreement , and any other related instruments expressly referred to herein or
contemplated hereby (i) constitutes the entire agreement, and supersedes all
other prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof, (ii) is not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder, except as otherwise expressly provided herein, and (iii) shall not be
assignable by operation of law or otherwise.

Expenses. Each of the parties shall be responsible for its own Expenses.

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.

Counterparts. This Agreement may be executed in one or more counterparts, all of
which together shall constitute one and the same Agreement.


                                       18


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

                                            CACI, Inc. - Federal


                                            By: ___________________________
                                                Title


                                            CACI International Inc


                                            By: ___________________________
                                                Title


                                            N.E.T. Federal, Inc.


                                            By: ___________________________
                                                Title


                                            Network Equipment Technologies, Inc.


                                            By: ___________________________
                                                Title

                                List of Exhibits

Exhibit         Description
      A         Assignment and Assumption Agreement
      B         Escrow Agreement
      C         Royalty Agreement
      D         Strategic Alliance Agreement
      E         Subcontract
      F         XXX.XXX counsel opinion
      G         CACI counsel opinion


                                       19