0000950133-04-000942 Sample Contracts

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

Asset Purchase Agreement • March 16th, 2004 • American Management Systems Inc • Services-computer programming, data processing, etc. • Delaware

• Contract Type
  Asset Purchase Agreement
• Filed
  March 16th, 2004
• Company
  American Management Systems Inc
• Industry
  Services-computer programming, data processing, etc.
• Jurisdiction
  Delaware

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

FIRST AMENDMENT TO RIGHTS AGREEMENT

Rights Agreement • March 16th, 2004 • American Management Systems Inc • Services-computer programming, data processing, etc. • Delaware

• Contract Type
  Rights Agreement
• Filed
  March 16th, 2004
• Company
  American Management Systems Inc
• Industry
  Services-computer programming, data processing, etc.
• Jurisdiction
  Delaware

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

AGREEMENT AND PLAN OF MERGER by and among CGI GROUP INC., CGI VIRGINIA CORPORATION and AMERICAN MANAGEMENT SYSTEMS, INCORPORATED Dated as of March 10, 2004

Merger Agreement • March 16th, 2004 • American Management Systems Inc • Services-computer programming, data processing, etc. • Delaware

• Contract Type
  Merger Agreement
• Filed
  March 16th, 2004
• Company
  American Management Systems Inc
• Industry
  Services-computer programming, data processing, etc.
• Jurisdiction
  Delaware

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

INTELLECTUAL PROPERTY AGREEMENT

Intellectual Property Agreement • March 16th, 2004 • American Management Systems Inc • Services-computer programming, data processing, etc. • Delaware

• Contract Type
  Intellectual Property Agreement
• Filed
  March 16th, 2004
• Company
  American Management Systems Inc
• Industry
  Services-computer programming, data processing, etc.
• Jurisdiction
  Delaware

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