NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended March 31, 1995 and 1994

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Automated Sciences Group, Inc. (the Company) commenced operations on April 1, 1974. The Company provides diverse management services in the computer hardware, programming, and software system fields on a contractual basis, principally with agencies of the U.S. government.

The consolidated financial statements include the accounts of its wholly-owned subsidiary, Quicksource, Inc. All intercompany accounts and transactions have been eliminated.

Revenue from cost-plus-fixed-fee contracts is recorded on the basis of direct costs plus indirect costs incurred and an allocable portion of the fixed fee. Revenue from fixed-price contracts is recognized on the percentage-of-completion method, with costs and estimated profits recorded as work is performed. Revenue from time and materials contracts is recognized based on fixed hourly rates for direct labor hours expended. The fixed rate includes direct labor, indirect expenses and profit. Materials or other specified direct costs are recorded at actual costs.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including final contract settlements, may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

The Company follows the policy of providing for depreciation and amortization by charges to operating expense using straight-line and accelerated methods, at rates based on estimated useful lives from five to seven years.

Maintenance and repair costs are charged to "pense as incurred. Replacements and betterments are capitalized. As fixed assets are retired or otherwise disposed of, the asset and related accumulated depreciation or amortization accounts are relieved of the applicable amounts and any gain or loss is credited or charged to income.

The deferred income tax liability is computed using the liability method. Under this method, the income tax provision is based upon income taxes currently payable, plus changes in the deferred tax liability associated with temporary differences between the recognition of income and expenses for financial statement and income tax return purposes.

The Company maintains deposits with federally insured financial institutions. Balances usually exceed insured limits.

                                         1995                1994
                                         ----                ----

Billed                                $5,850,071         $ 7,791,922
Unbilled                               1,830,746           2,368,096
Retention                                872,950             652,492
Allowance for doubtful accounts         (325,805)           (456,799)
                                       ---------          ----------

Accounts receivable, net              $8,227,962         $10,355,711
                                       =========          ==========

Unbilled accounts receivable consist principally of costs in excess of billings which represent the difference between provisional and actual indirect rates, in addition to amounts not billable at year end under contract terms. The excess of actual indirect rates over provisional rates will generally become billable at completion of the contracts and after government approval of the indirect rates. Retentions will be billed after close of the contracts.

Included in the unbilled accounts receivable balance at March 31, 1995, is a receivable for approximately $55,000 which represents revenue recognized in excess of the contract funded value. Management expects a contract modification will allow these amounts to be billed during the fiscal year ending March 31, 1996.

During the year ended March 31, 1994, management elected not to pursue collection of certain unbilled accounts receivables. This decision was attributable to marketing considerations and the effort to obtain additional contracts with the related Federal agencies. Federal agencies responsible for the applicable contracts indicated to management that due to budget constraints, funds for the payment of the related unbilled accounts receivable would come from current funding, thereby limiting funds for future contract activity.

                                             1995            1994
                                             ----            ----

Computer equipment                        $1,432,008      $1,371,196
Furniture and fixtures                     1,242,251       1,197,784
Leasehold improvements                       971,970         945,620
Leased furniture and equipment               420,472         426,209
Technical library                            125,256         125,256
Software                                     288,557         285,404
Other equipment                              113,579         108,522
Vehicles                                      21,179          21,179
                                           ---------       ---------
                                           4,615,272       4,481,170

Less: accumulated depreciation and
  amortization                             4,090,119       3,796,930
                                           ---------       ---------

                                          $  525,153      $  684,240
                                           =========       =========

                                                        1995         1994
                                                        ----         ----
Cash surrender value - officers' life
  insurance, net of loans: $1,165,740
  in 1995; $1,066,083 in 1994                         $258,220     $494,649
Deposits                                               128,354      151,235
Investments, net of valuation
  allowance of $64,233 in 1995                           7,593       71,826
                                                       -------      -------

                                                      $394,167     $717,710

5. NOTES RECEIVABLE

Notes receivable as of March 31, 1995 and 1994, consist of the following:

Note receivable from Columbia Services Group, Inc. (CSG). Outstanding principal due in monthly installments of $1,427 including interest at 8.5%. The note is collateralized by the unencumbered receivables of CSG. $ 12,402 $ 25,376

Note receivable from stockholder. The note bears interest at 7.5%. Principal is to be repaid upon

sale of individual's stock.                            346,207      346,207

Note receivable from officer of the Company.
Interest is payable at an interest rate
of 6%.  Final payment due July 16, 1996.                37,755       48,130
                                                       -------      -------

                                                       396,364      419,713

Less: current portion                                  (12,402)     (16,024)
                                                       -------      -------

Noncurrent portion                                    $383,962     $403,689
                                                       =======      =======

                                                      1995        1994
                                                      ----        ----

Line of credit agreement                           $        -  $1,378,481

Note payable in monthly installments of $391 with interest included at 11.5%, due May 1994.

Secured by the vehicle purchased.                           -         767
                                                    ---------   ---------

                                                            -   1,379,248

Less: current portion                                       -  (1,379,248)
                                                    ---------   ---------

Long-term portion                                  $        -  $        -
                                                    =========   =========

The Company has a line of credit agreement with a bank for a maximum of $2,500,000 which expires August 31, 1995. Interest is payable monthly at the bank's prime lending rate plus 1.5%. The line of credit is secured by substantially all business assets of the Company. The line of credit agreement contains various covenants, including a minimum tangible net worth, as defined in the agreement, of $3,250,000.

                                                      1995        1994
                                                      ----        ----

Accrued payroll and benefits                       $1,446,455  $1,317,927
Payroll taxes payable                                  64,376      53,285
Other                                                 471,898     105,862
                                                    ---------   ---------

                                                   $1,982,729  $1,477,074
                                                    =========   =========

12% noncumulative preferred stock, $100 par
  value, 23,700 shares authorized, issued
  and outstanding                                 $2,370,000     $2,370,000
Common stock, $.10 par value, 650,000 shares
  authorized, 510,000 shares issued                   51,000         51,000
Retained earnings                                  1,522,640      1,656,324
Treasury stock, 60,435 shares at cost                (95,500)       (95,500)
                                                   ---------      ---------

                                                  $3,848,140     $3,981,824
                                                   =========      =========

9. BENEFIT PLANS

The Company has a discretionary profit sharing plan covering substantially all employees. The plan contains 401(k) salary reduction and matching provisions. Employees may elect to enter into a salary reduction agreement for up to 16% of their salary. The Company matches 50% of employee contributions up to 6% of salary. Such expenses for the years ended March 31, 1995 and 1994, were $235,739 and $158,979, respectively.

The Company also has a non-qualified supplemental income benefit plan providing certain officers' retirement benefits. Benefits are payable over an agreed upon period after termination. Benefits payable at March 31, 1995 and 1994, were $320,000 and $98,524, respectively, representing management's estimate of the present value of amounts to be paid for two individuals currently covered by the plan. Management does not expect to add additional participants.

Year ending March 31, 1996            $1,353,732
                      1997               653,171
                      1998               633,299
                      1999               166,270
                      2000                78,066
                                       ---------

                                      $2,884,538
                                       =========

Subsequent to March 31, 1995, the Company amended the Silver Spring, Maryland office lease. The modification included a reduction in space, a shorter lease term, a decrease in the monthly rent, the assigning of the subleases from the Company to the landlord, the Company permitting the landlord to use certain furniture during the term of the rent lease, the Company forfeiting fifty percent of its $104,700 security deposit to the landlord on November 1, 1996 and the remaining fifty percent if the lease is not extended beyond the new term, and the Company making a one-time payment of $650,000 to the landlord.

The lease, prior to the above discussed amendment included a six-month rental abatement period and a cash incentive of $1.2 million which was being amortized over the life of the original lease. The deferred rent liability is being amortized utilizing the straight-line basis over the remaining life of the amended lease. Rent expense for the office space and equipment leases for the years ended March 31, 1995 and 1994, was $1,331,706 and $1,566,133, respectively. Rent expense is net of rental income under sublease agreements of $367,863 and $166,733 for the years ended March 31, 1995 and 1994, respectively.

The Company also leases equipment under capital leases. The following is a schedule of the future minimum lease payments:

Year ending March 31, 1996                       $ 5,096
                      1997                         5,096
                      1998                         2,942
                                                  ------

Total minimum lease payments                      13,134

Less: amounts representing interest               (2,877)
                                                  ------

Present value of net minimum lease payments      $10,257

DCAA Review
- -----------

Substantially all of the revenue of the Company represents payments made by the Federal government on cost-plus-fixed-fee and time and materials contracts which are subject to audit by the Defense Contract Audit Agency. The DCAA has completed audits of the Company's incurred cost submissions through fiscal year 1987. The fiscal years 1988 through 1992 are currently being audited by DCAA. In the opinion of management, any disallowances by the government auditors, other than amounts already provided, will not materially affect the Company's financial statements.

The Company has executed an agreement with the President and Chief Executive Officer. The contingent liability related to this agreement is based upon either the sale/transaction price of the Company if there is a change in control of the Company (as defined), or the fair market value of the Company if the individual elects to terminate his position or is terminated by the Company. The liability for future payments under these agreements would be measured by the sale/transaction price or fair market value of the Company and can range from a minimum of no liability to a maximum of $600,000. No amount has been accrued in the financial statements related to this agreement.

11. STOCK OPTION PLAN

The Company has a stock option plan covering key executives. The Company has authorized the issuance of up to 55,600 shares of common stock. The plan calls for options to be granted to buy shares of common stock at the current fair market value, as determined by a committee of the Board of Directors. As of March 31, 1995, options for 16,000 shares have been granted to employees and former employees, and options for 15,000 shares have been granted to Board members at a grant price of $5 per share. During the years ended March 31, 1995 and 1994, there were no options granted, exercised or expired related to this plan.

12. INCOME TAXES

For the year ended March 31, 1994, the Company began reporting its income for tax purposes on the accrual basis of accounting modified for unbilled receivables which are reported when billed. Deferred income taxes have been provided in the accompanying financial statements for the differences between financial and tax accounting. The Company had previously reported its income for tax purposes on the cash basis of accounting but changed as a result of the Internal Revenue Service (IRS) audit discussed below.

The Company's tax returns for the year ended March 31, 1991, were audited by the IRS which questioned the Company's use of the cash basis for reporting taxable income. As a result of the audit the Company was assessed $983,000 in taxes for its fiscal years ended March 31, 1993, and began reporting taxable income using a modified accrual basis. The Company made a lump sum payment of $410,000 and will pay the remaining $573,000 over the three years ending March 31, 1998. The taxes assessed were less than the corresponding deferred taxes previously accrued by the Company, and accordingly, a tax benefit was recognized for the year ended March 31, 1995, as discussed below.

The income tax benefit consists of the following:

                                                 1995          1994
                                                 ----          ----

Current provision                            $1,067,591    $   69,100
Deferred benefit                             (1,548,780)     (636,251)
                                              ---------     ---------

    Total benefit                            $ (481,189)   $ (567,151)
                                              =========     =========

Expected benefit at Federal rate             $ (209,057)   $ (500,588)
State taxes, net of Federal tax benefit         (28,407)      (67,727)
Other, primarily IRS settlement
  discussed above and nondeductible
  expenses                                     (243,725)        1,164
                                              ---------     ---------

    Total benefit                            $ (481,189)   $ (567,151)
                                              =========     =========

13. LITIGATION

At March 31, 1995, the Company was involved in litigation with a former employee. The Company is vigorously contesting the case and has filed counter claims against the individual. The former employee has filed a claim for breach of an employment contract and the Company has filed a counter claim against the former employee for breach of contract and failure to carry out his responsibilities. This case is currently in the initial discovery stage. In the opinion of management, there will be no material adverse effect on the Company's financial position resulting from this litigation. No amounts have been accrued in the accompanying financial statements related to this matter.

                                             1995              1994
                                             ----              ----
Cash paid during the year for:

Interest                                   $234,154           $78,094
                                            =======            ======

Income taxes                               $538,502           $ 4,840
                                            =======            ======

15. SUBSEQUENT EVENT

On July 6, 1995, the Company's sole stockholder received and agreed to a letter of intent from CACI International, Inc. to effect the acquisition of the Company's capital stock within three months of execution of the letter.

SUPPLEMENTAL INFORMATION

[Rubino & McGeehin Chartered Certified Public Accountants Logo]