Article 1 Definitions				1
	1.1	Certain Matters of Construction		1
	1.2	Cross References		1
	1.3	Certain Definitions		3

Article 2 The Merger				7
	2.1	Procedure for the Merger		7
	2.2	Surviving Corporation.		7
		2.2.1	Corporate Existence	7
		2.2.2	Articles of Incorporation and By-laws	7
		2.2.3	Directors	7
		2.2.4	Effect of the Merger	8
	2.3	Conversion of Stock		8
		2.3.1	Stock of the Company	8
		2.3.2	Merger Price and Merger Price Per Share	8
		2.3.3	Stock of Merger Sub	8
	2.4	Appraisal Rights		8
		2.4.1	Major Stockholders’ Consent and Appraisal Rights	9
	2.5	Exercise of Options		9
	2.6	Payment of Merger Price		9
		2.6.1	Stockholder List	9
		2.6.2	Closing Certificate	9
		2.6.3	The Merger Price Paid at the Closing	9
		2.6.4	The Remaining Merger Price	10
		2.6.5	Letters of Transmittal	10
	2.7	Additional Actions		10
	2.8	Stockholders’ Representative		10
	2.9	Final Adjustment to Merger Price.		12
		2.9.1	Preparation of Closing Balance Sheet	12
		2.9.2	Review of Closing Balance Sheet	12
		2.9.3	Disputes	12
		2.9.4	Final Closing Balance Sheet	13
		2.9.5	Adjustments to the Merger Price	13

Article 3 Representations And Warranties Of The Company				13
	3.1	Corporate Status of the Company		13
	3.2	Capital Stock.		14
		3.2.1	Authorized Stock of the Company	14

	3.2.2	Options and Convertible Securities of the Company	14
3.3	Subsidiaries/Acquisitions/Divestures		14
3.4	Authority for Agreement; Noncontravention.		14
	3.4.1	Authority	14
	3.4.2	No Conflict	15
3.5	Financial Statements		15
3.6	Absence of Material Adverse Changes		16
3.7	Absence of Undisclosed Liabilities		16
3.8	Compliance with Applicable Law, Charter and By-Laws		16
3.9	Litigation and Audits		16
3.10	Tax Matters		17
	3.10.1	Filing of Returns	17
	3.10.2	Payment of Taxes	17
	3.10.3	Assessments or Disputes	17
	3.10.4	Waiver of Statute of Limitations	17
	3.10.5	Collapsible Corporations, Golden Parachutes, Real Property Holding Corporations	17
	3.10.6	No Changes in Accounting, Closing Agreement, Installment Sale	17
3.11	Employee Benefit Plans.		18
	3.11.1	List of Plans	18
	3.11.2	ERISA	18
	3.11.3	Plan Determinations	19
	3.11.4	Funding	19
3.12	Employment-Related Matters.		20
	3.12.1	Labor Relations	20
	3.12.2	Employee List	20
3.13	Environmental.		20
	3.13.1	Environmental Laws	20
	3.13.2	Environmental Claims	20
3.14	No Broker’s or Finder’s Fees		20
3.15	Assets Other Than Real Property.		21
	3.15.1	Title	21
	3.15.2	Accounts Receivable	21
	3.15.3	Pre-Closing Receivables	21
	3.15.4	Condition	21
	3.15.5	Unclaimed Property	21
3.16	Real Property.		21
	3.16.1	Company Real Property	21
	3.16.2	Company Leases	22
3.17	Agreements, Contracts and Commitments.		22
	3.17.1	Company Agreements	22
	3.17.2	Validity	23
	3.17.3	Third-Party Consents	24
3.18	Intellectual Property.		24
	3.18.1	Right to Intellectual Property	24
	3.18.2	No Conflict	24

		3.18.3	Employee Agreements	25
	3.19	Insurance Contracts		25
	3.20	Banking Relationships		25
	3.21	Absence of Certain Relationships		26

Article 4 Representations And Warranties Of Parent, Federal and Merger Sub				26
	4.1	Corporate Status of Parent, Federal and Merger Sub		26
	4.2	Authorized Stock of Merger Sub		26
	4.3	Authority for Agreement; Noncontravention.		26
		4.3.1	Authority of Parent	26
		4.3.2	No Conflict	26
	4.4	SEC Statements, Reports and Documents		27
	4.5	Absence of Material Adverse Changes		27
	4.6	Sophisticated Investor		27
	4.7	Brokers’, Finders’ Fees, etc		28
	4.8	No Knowledge of Misrepresentations or Omissions		28
	4.9	Litigation		28

Article 5 Conduct Prior To The Closing Date				28
	5.1	Conduct of Business of the Company		28
	5.2	Conduct of Business of Parent		30

Article 6 Additional Agreements				31
	6.1	Exclusivity		31
	6.2	Expenses.		31
		6.2.1	General	31
		6.2.2	Broker Fees	31
		6.2.3	Uncovered Expenses	31
	6.3	Indemnification Provisions		31
		6.3.1	Indemnification	31
		6.3.2	Claims for Indemnification	32
		6.3.3	Defense by Indemnifying Party	32
		6.3.4	Limitation on Liability for Indemnity	33
		6.3.5	Claims Period	33
		6.3.6	Losses Not to Include Amounts in Net Assets	33
		6.3.7	Exclusive Remedy	33
		6.3.8	Express Waiver of Other Remedies	33
		6.3.9	Insurance	34
		6.3.10	Subrogation	34
		6.3.11	Merger Price	34
		6.3.12	Effect of Notice	34
		6.3.13	Overestimation of Loss	34
		6.3.14	Certain Limitations	34
	6.4	Disclosure Generally.		35
	6.5	Disclaimer of Implied Warranties		35
	6.6	Access and Information		35
	6.7	Public Disclosure		35

iii

	6.8	No Solicitation of Employees		35
	6.9	Further Assurances.		36
		6.9.1	Generally	36
		6.9.2	Novation of the Material Contracts	36
	6.10	Certain Tax Matters.		36
		6.10.1	Tax Periods Ending on or before the Closing Date	36
		6.10.2	Tax Periods Beginning Before and Ending after the Closing Date	37
		6.10.3	Cooperation on Tax Matters	37
		6.10.4	Tax Sharing Agreements	38
		6.10.5	Certain Taxes	38
		6.10.6	Tax Treatment of the Merger	38
		6.10.7	Section 338 Election	38
	6.11	Notification		38
	6.12	Amendment of Charter Documents		39
	6.13	Employee Matters		39
	6.14	Payment of Bonuses to Company Employees		39
	6.15	Books and Records		39
	6.16	Stockholders’ Meeting		39

Article 7 Conditions Precedent				39
	7.1	Conditions Precedent to the Obligations of Each Party		39
		7.1.1	No Illegality	40
		7.1.2	Government Consents	40
		7.1.3	No Injunction	40
	7.2	Conditions Precedent to Obligation of Parent, Federal and Merger Sub to Consummate the Merger		40
		7.2.1	Representations and Warranties	40
		7.2.2	Agreements and Covenants	40
		7.2.3	Legal Opinion	41
		7.2.4	Closing Documents	41
		7.2.5	Third Party Consents	41
		7.2.6	Diligence Review	41
		7.2.7	Employment Agreements	41
		7.2.8	Consulting, Non-Compete, Non-Solicitation and Non-Disturbance Agreement	41
		7.2.9	Material Adverse Effect	41
	7.3	Conditions to Obligations of the Company and the Stockholders to Consummate the Merger		41
		7.3.1	Representations and Warranties	42
		7.3.2	Agreements and Covenants	42
		7.3.3	Legal Opinion	42
		7.3.4	Closing Documents	42
		7.3.5	Material Adverse Effect	42
		7.3.6	Payment of Merger Price	42
		7.3.7	Written Waiver	42

Article 8 Survival Of Representations				43

	8.1	The Company’s Representations	43
	8.2	Parent’s Representations	43

Article 9 Other provisions			43
	9.1	Termination Events	43
	9.2	Notices	44
	9.3	Entire Agreement	46
	9.4	Assignability	46
	9.5	Validity	46
	9.6	Specific Performance	46
	9.7	Governing Law	46
	9.8	Counterparts	46
	9.9	Jurisdiction	46
	9.10	Legal Representation	46
	9.11	Amendment	47

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of September 21, 2002 (the “Agreement”), by and among CACI International Inc, a Delaware corporation (“Parent”), CACI, INC.—FEDERAL, a Delaware corporation and wholly-owned subsidiary of Parent (“Federal”), CACI Acquisition Corporation, a Virginia corporation and wholly-owned subsidiary of Federal (“Merger Sub”), and Acton Burnell, Inc., a Virginia corporation (the “Company”), and the stockholders of the Company listed on Schedule A attached hereto (collectively, the “Major Stockholders”). Merger Sub and the Company together are sometimes referred to herein as the “Constituent Corporations.”

W I T N E S S E T H

WHEREAS, the respective boards of directors of Parent, Federal, Merger Sub and the Company have determined that it is advisable that the Merger Sub be merged with and into the Company (the “Merger”) on the terms and conditions set forth herein and in accordance with the provisions of Title 13.1 of the Code of Virginia (the “CV”);

WHEREAS, as of the date hereof, the Major Stockholders respectively own the number of issued and outstanding shares of common stock, $.002 par value per share, of the Company (“Common Stock”), in each case as set forth opposite such Stockholder’s name on Schedule A hereto; and

WHEREAS, Parent, Federal, Merger Sub, the Major Stockholders and the Company desire to make certain representations and warranties and other agreements in connection with the Merger;

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

Article 1

DEFINITIONS

1.1 Certain Matters of Construction. A reference to an Article, Section, Exhibit or Schedule shall mean an Article of, a Section in, or Exhibit or Schedule to, this Agreement unless otherwise expressly stated. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement which shall be considered as a whole. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.”

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

*Term*		*Definition*
Acquisition Proposals		Section 6.1
Agreement		Preamble
Articles of Merger		Section 2.1
Auditor		Section 2.9.3
Broker		Section 2.6.3
Closing		Section 2.1
Closing Balance Sheet		Section 2.9.1
Closing Date		Section 2.1
Common Stock		Preamble
Company		Preamble
Company Balance Sheet		Section 3.5
Company Financial Statements		Section 3.5
Company Insurance Contracts		Section 3.19
Company Proprietary Rights		Section 3.18.1
Company Plans		Section 3.11.1
Constituent Corporations		Preamble
Consulting Agreement		Section 7.2.8
CV		Preamble
Demand Notice		Section 6.1
Dissenting Shares		Section 2.4
DSMO		Section 9.10
Effective Time		Section 2.1
Employee List		Section 3.12.2
Encumbrances		Section 3.15.1
Exercise Amount		Section 2.5
Expenses		Section 6.2.1
Federal		Preamble
Final Closing Balance Sheet		Section 2.9.4
First Payment		Section 2.6.3
GAAP		Section 2.9.1
Holdback Amount		Section 2.6.3
Governmental Entity		Section 3.4.2
Indemnification Claim		Section 6.3.2
Indemnified Party		Section 6.3.2
Indemnifying Party		Section 6.3.2
Indemnity Cap		Section 6.3.4
Indemnity Deductible		Section 6.3.4
Liabilities		Section 3.7
Major Stockholders		Preamble
Material Contracts		Section 3.17.1
Merger		Preamble
Merger Price		Section 2.3.2
Merger Price Per Share		Section 2.3.2

Merger Sub		Preamble
Merger Sub Stock		Section 2.3.3
Notice of Claim		Section 6.3.2
Parent		Preamble
Parent Balance Sheet		Section 4.4
Parent Indemnified Parties		Section 6.3.1
Parent Reports		Section 4.4
Permits		Section 3.8
Second Payment		Section 2.6.4
Stockholder List		Section 2.6.1
Stockholder Indemnified Parties		Section 6.3.1
Stockholders’ Objection		Section 0
Stockholders		Section 2.6.1
Stockholders’ Representative		Section 2.8
Surviving Corporation		Section 2.1
Third Party Claim		Section 6.3.3
Updated Schedules		Section 6.11

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

Affiliate: with respect to any Person, any Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person.

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

Closing Certificate: the certificate of the Company, substantially in the form attached hereto as Exhibit D.

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

Code: the U.S. Internal Revenue Code of 1986, as amended from time to time.

Commercial Software: packaged commercial software programs generally available to the public through retail dealers in computer software or directly from the manufacturer which have been licensed to the Company and which are used in the Company’s business but are in no way a component of or incorporated in or specifically required to develop any of the Company’s products and related trademarks and technology.

Company: Acton Burnell, Inc.

Company Leases: each lease, sublease, license or other agreement under which the Company uses, occupies or has the right to occupy any real property or interest therein that (a) provides for future minimum payments of $25,000 or more (ignoring any right of cancellation or termination) or (b) the cancellation or termination of which would have a Company Material Adverse Effect.

Company Material Adverse Effect: any materially adverse change in or effect on the financial condition, business, operations, assets, properties, results of operations or, for the time period between the execution of the Agreement and the Closing, prospects of the Company; provided, however, that any such effect resulting from (i) any continuation of any specific adverse trend or condition or (ii) any actions required to be taken by this Agreement or any agreement contemplated herein, shall not be considered when determining whether a Company Material Adverse Effect has occurred.

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

Determination: with respect to an indemnification claim pursuant to Section 6.3, means (a) a written compromise or settlement signed by Parent, Federal or the Surviving Corporation, on the one hand, and the Stockholders’ Representative on the other, or (b) a binding arbitration award or a judgment of a court of competent jurisdiction in the United States of America or elsewhere (the time for appeal having expired and no appeal having been perfected) in favor of an Indemnified Party against an Indemnifying Party.

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

Environmental Laws: any and all Federal, state or local statutes, regulations and ordinances relating to the protection of public health, safety or the environment.

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

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

Estimated Net Assets: the estimated Net Assets of the Company on the Closing Date as set forth on the Closing Certificate.

Estimated Net Assets Adjustment: the Net Assets Adjustment determined on the Closing Date and set forth on the Closing Certificate, calculated using the Estimated Net Assets, less $300,000.

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

Knowledge of the Company: shall mean the actual, current knowledge of the following individuals: Stan Ecton, Charles Olsick, Jr., Bill Wydo, John Visbarus, Elaine Stricklett, Lisa Redenson, Bill Betzner and Ronda Lin.

Letter of Intent: the letter dated July 22, 2002 from Stephen L. Waechter, Executive Vice President and Chief Financial Officer of Parent to Mr. Stan Ecton, Chief Executive Officer of the Company, expressing the companies’ intention to effect the stock purchase and related transactions, subject to execution of this Agreement and other matters.

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 or receivable in respect thereof (in each case net of costs of recovery). For purposes of determining the amount of any Loss incurred by reason of any breach of any representation or warranty made by the Company under this Agreement, each such representation or warranty would read as if all qualifications as to materiality were deleted therefrom.

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

Net Assets: total assets of the Company less total liabilities as of the Closing Date, each as determined in accordance with GAAP and the Principles and Procedures.

Net Assets Adjustment: the number (positive or negative) calculated on the basis of the Net Assets, which is determined as follows:

(i) if Net Assets are greater than $3,000,000, then the Net Assets Adjustment is a positive number equal to such excess;

(ii) if Net Assets equal $3,000,000 then the Net Assets Adjustment is zero; and

(iii) if Net Assets are less than $3,000,000, then the Net Assets Adjustment is a negative number equal to such deficit.

Options: the non-qualified or incentive stock options granted pursuant to the Company’s 1999 Stock Option Plan to purchase shares of Common Stock.

Parent Material Adverse Effect: any change in or effect on the financial condition, business, operations, assets, properties, or results of operations or, for the time between period the execution of Agreement and the Closing, prospects of Parent and its Subsidiaries considered on a consolidated basis that might reasonably be expected to impair the ability of Parent to provide funds for payment of the entire Merger Price in accordance with the terms of this Agreement.

Paying Agent Procedures: the paying agent procedures in the form attached hereto as Exhibit E.

Permitted Encumbrances: (a) liens for current taxes and other statutory liens and trusts not yet due and payable or that are being contested in good faith, (b) liens that were incurred in the ordinary course of business, such as carriers’, warehousemen’s, landlords’ and mechanics’ liens and other similar liens arising in the ordinary course of business, (c) liens on personal property leased under operating leases, (d) liens, pledges or deposits incurred or made in connection with workmen’s compensation, unemployment insurance and other social security benefits, or securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, progress payments, surety and appeal bonds and other obligations of like nature, in each case incurred in the ordinary course of business, (e) pledges of or liens on manufactured products as security for any drafts or bills of exchange drawn in connection with the importation of such manufactured products in the ordinary course of business, (f) liens under Article 2 of the Uniform Commercial Code that are special property interests in goods identified as goods to which a contract refers, (g) liens under Article 9 of the Uniform Commercial Code that are purchase money security interests, (h) those liens disclosed on Exhibit A hereto, and (i) such imperfections or minor defects of title, easements, rights-of-way and other similar restrictions (if any) as are insubstantial in character, amount or extent, do not materially detract from the value or interfere with the present use of the properties or assets of the party subject thereto or affected thereby, and do not otherwise adversely affect or impair the business or operations of such party as currently conducted.

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

Principles and Procedures: the accounting principles and procedures set forth in Exhibit F.

SEC: the United States Securities and Exchange Commission, or any Governmental Entity succeeding to its functions.

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

Security Interest: means any mortgage, pledge, lien, encumbrance, charge, or other security interest, other than (a) mechanic’s, materialman’s, and similar liens, (b) liens for Taxes not yet due and payable, (c) purchase money liens and liens securing rental payments under capital lease arrangements, and (d) other liens arising in the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency) and not incurred in connection with the borrowing of money.

Subsidiary: any corporation, association, or other business entity a majority (by number of votes on the election of directors or persons holding positions with similar responsibilities) of the shares of capital stock (or other voting interests) of which is owned by Parent, the Company or their respective Subsidiaries, as the case may be.

Tax: means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits,

environmental (including taxes under Code section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

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

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

Article 2

THE MERGER

2.1 Procedure for the Merger. The closing of the transactions contemplated by this Agreement (“Closing”) shall take place at the offices of Parent in Arlington, Virginia, commencing at 9 a.m. local time on October 16, 2002, or on such other date as the parties may agree after the satisfaction or waiver of all conditions to the obligations of the parties to consummate the transactions contemplated hereby (“Closing Date”). At the Closing, Merger Sub shall be merged, in accordance with section 13.1-722 of the CV, with and into the Company, which shall be and is sometimes referred to herein as the “Surviving Corporation.” The Merger shall be effected by filing articles of merger, substantially in the form of Exhibit 2.1 attached hereto (the “Articles of Merger”) with the State Corporation Commission of Virginia in accordance with section 13.1-720 of the CV. The Articles of Merger filed shall provide that the Merger will be effective on October 16, 2002 (the “Effective Time”),or on such other date or times as the parties mutually agree.

2.2 Surviving Corporation.

2.2.1 Corporate Existence. The Surviving Corporation shall continue its corporate existence under the laws of the Commonwealth of Virginia. The separate corporate existence of Merger Sub shall cease at the Effective Time.

2.2.2