892537--2/27/2009--MANTECH_INTERNATIONAL

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{regulation, government, change}

{stock, price, operating}

{system, service, information}

{cost, contract, operation}

{provision, law, control}

{acquisition, growth, future}

{debt, indebtedness, cash}

{capital, credit, financial}

{personnel, key, retain}

{operation, international, foreign}

Risks Related to Our Business We depend on contracts with the U.S. federal government for substantially all of our revenues. If our relationships with the federal government were harmed, our business, future revenues and growth prospects could be adversely affected. Federal government spending and mission priorities may change in a manner that adversely affects our future revenues and limits our growth prospects. The failure by Congress to approve budgets on a timely basis for the federal agencies we support could delay procurement of our services and solutions and cause us to lose future revenues. If we fail to comply with complex procurement laws and regulations, we could lose business and be liable for various penalties or sanctions. Unfavorable federal government audit results could subject us to penalties or sanctions, adversely affect our profitability, harm our reputation and relationships with our customers or impair our ability to win new contracts. Federal government contracts contain provisions giving government customers a variety of rights that are unfavorable to us, including the ability to terminate a contract at any time for convenience. We derive significant revenues from contracts awarded through a competitive bidding process. This process can impose substantial costs upon us and we may lose revenue if we fail to compete effectively. We may lose money on some contracts if we do not accurately estimate the expenses, time and resources necessary to satisfy our contractual obligations. We may not receive the full amount authorized under our contracts and we may not accurately estimate our backlog, which could adversely affect our future revenues and growth prospects. If we fail to recruit and retain skilled employees or employees with the necessary security clearances, we might not be able to perform under our contracts or win new business and our growth may be limited. Federal customers may be consolidating requirements to larger procurements for procurement efficiency. Failure to maintain strong relationships with other contractors could result in a decline in our revenues. Our overall profit margins on our contracts may decrease and our results of operations could be adversely affected if materials and subcontract revenue grow at a faster rate than labor-related revenues. We face risks associated with our international business. Acquisitions or other joint ventures could result in operating difficulties, dilution or other adverse consequences to our business. Many of our federal government customers execute their procurement budgets through multiple award contracts under which we are required to compete for post-award orders, or for which we may not be eligible to compete, potentially limiting our ability to win new contracts and increase revenue. Covenants in our credit facility may restrict our financial and operating flexibility. Recent events affecting the credit markets may restrict our ability to access additional financing. Our employees or subcontractors may engage in misconduct or other improper activities, which could cause us to lose customers or affect our ability to contract with the federal government. We may be liable for systems and service failures. Security breaches in classified government systems could adversely affect our business. Our business depends upon obtaining and maintaining required security clearances. Risks Related to Our Stock Our quarterly operating results may fluctuate. Mr. Pedersen, our Chairman and Chief Executive Officer, effectively controls our Company, and his interests may not be aligned with those of other stockholders. Provisions in our charter documents and Delaware law may inhibit potential acquisition bids that you and other stockholders may consider favorable, and the market price of our Class A common stock my be lower as a result.

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892537--2/27/2009--MANTECH_INTERNATIONAL_CORP