Adopted August 2005

The CACI Audit Committee is a committee of the Board of Directors. Its primary responsibilities are to assist the Board of Directors in fulfilling its oversight of:

(i) the integrity of the Company's financial statements;
(ii) the Company's compliance with applicable legal and regulatory requirements;
(iii) the independence and qualifications of the Company's independent auditors; and
(iv) the performance of the Company's internal and independent auditors.

The Audit Committee is also responsible for preparing an Audit Committee report as required by the Securities and Exchange Commission to be included in the Company's Annual Proxy Statement.

Committee Composition

The Committee shall be composed of at least three (3) independent directors, as defined in applicable regulations and listing standards.

Each member of the Committee must be found by the Board of Directors to be financially literate, as defined in applicable regulations and listing standards, or must become so within a reasonable time following appointment to the Committee.

At least one member of the Committee shall have accounting or related financial management experience as determined by the Board of Directors. In addition, the Committee shall annually require the Board of Directors to make a determination as to whether or not any of the Committee's members qualifies as an "Audit Committee Financial Expert", as defined by the regulations of the Securities and Exchange Commission (SEC), and ensure that the Company makes the related disclosure required by Item 401 (h) of SEC Regulation S-K.

The members of the Committee must have adequate time to perform the responsibilities of the Committee. In order to assure that this is the case, should any member of the Committee be serving on the audit committees of more than three (3) companies, the Board of Directors must make an affirmative determination that such service would not impair the ability of such member to effectively serve on the Committee (which determination shall be disclosed in the Company's proxy statement).

Committee Responsibilities

1. To establish and comply with a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by Company employees of information regarding questionable accounting or auditing matters.

2. To be directly responsible for the appointment, compensation, and oversight of the work of the independent auditors (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work, and each independent audit firm so engaged shall report directly to the Committee.

3. To obtain and review at least annually in connection with the Committee's determination of the independent auditor's qualifications, performance and independence a report from the independent auditors describing:

(i) the independent auditor's quality control procedures;
(ii) any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors, or any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditors, and any steps taken to address any such issues; and
(iii) all relationships between the independent auditor and the Company.

4. In connection with the evaluation of the independent auditor to:

(i) review and evaluate the independent auditor's lead partner taking into account the opinions of Company management and internal auditors;
(ii) ensure that such partner is rotated off the engagement as required by applicable law;
(iii) consider whether, in order to ensure an appropriate degree of independence, there should be a rotation of the independent audit firm itself; and
(iv) present to the Board of Directors the Committee's conclusions with respect to such matters.

5. To engage as necessary independent counsel and other advisors to assist the Committee in carrying out its duties. The Company shall provide the Committee appropriate funding, as determined by the Committee, for payment of compensation to the independent auditors and any counsel or advisors engaged by the Committee.

6. To provide an open avenue of communications between the internal and independent auditors and the Board of Directors.

7. To approve in advance the engagement of the independent auditors to perform any audit or non-audit services in accordance with Section 202 of the Sarbanes-Oxley Act and its implementing regulations, and to approve in advance the engagement of any other "big four" firm to perform services for the Company. The Committee may delegate to one or more of its members the authority to grant the required pre-approvals, provided that such member or members report any such decisions to the Committee at its next quarterly meeting.

8. To annually perform an evaluation of its performance.

9. To obtain and review at least annually a report of the independent auditors regarding

(i) all critical accounting policies and practices to be used;
(ii) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with Company management, ramifications of the use of such alternative treatments, and the treatment preferred by the independent auditors;
(iii) other material written communications between the independent auditors and Company management (such as the management letter or a schedule of unadjusted differences).

10. To discuss the Company's audited financial statements and quarterly financial statements with management and the independent auditor, including the disclosures included in "Management's Discussion and Analysis of Financial Condition and the Results of Operations."

11. To discuss in general terms (including a discussion of the types of information disclosed and the type of presentation to be made) the Company's earnings press releases and accompanying financial information and earnings guidance.

12. To review the Company's guidelines and policies with respect to risk assessment and management, including discussion of the Company's major financial risk exposures and the steps the management has taken to monitor and control such exposures.

13. To periodically meet separately with management, internal audit and the independent auditors to discuss issues, if any, that warrant the attention of the Committee.

14. To review with the independent auditor any problems or difficulties encountered in connection with performance of the audit, including restrictions on the scope or activities, access to requested information, and disagreements with management (in connection with such review, the Committee should focus on any accounting adjustments noted or proposed by the auditor that were not adopted by management; communications between the auditors and their national office regarding auditing or accounting issues arising in connection with the engagement; any management or internal control letter issued or proposed to be issued; and the responsibilities, budget and staffing of the Company's internal audit function).

15. To establish clear policies governing the hiring of employees or former employees of the independent auditors.

16. To report regularly to the Board of Directors on the activities of the Committee.

17. To review and update the Committee's charter as necessary.

18. To review the appointment, replacement, reassignment, or dismissal of the Director of Internal Audit.

19. To review with management and the independent accountant at the completion of the annual audit:

a. The adequacy of internal controls, including controls over computerized information systems, and any significant findings and recommendations, and management's responses.
b. Other matters related to the conduct of the audit which are to be communicated to the committee under generally accepted auditing standards, such as SAS #61.

20. To consider and review with management and the Director of Internal Audit:

a. Significant findings during the year, recommendations and management's responses thereto.
b. Any difficulties encountered in the course of their audits, including any restrictions on the scope of their work or access to required information, or anything which might impair their independence.
c. Any changes required in the planned scope of their audit plan.
d. The annual Internal Audit Plan, department budget and staffing prior to finalization.
e. Coordination of work with the independent accountant to ensure effective use of audit resources.
f. The Internal Audit charter.
g. Internal Auditing's compliance with IIA's Standards for the Professional Practice of Internal Auditing.

21. To review prior to filing any SEC documents which require Board of Directors signature, including but not limited to the Annual Report on Form 10-K.

22. To review with the Director of Internal Audit the results of their review of the Company's compliance with its codes of conduct.

23. To review policies and procedures with respect to officers' expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the internal auditor or the independent accountant.

24. To review legal and regulatory matters that may have a material impact on the financial statements, related company compliance policies, and programs and reports received from regulators.

25. To perform such other functions as may be required by law, the Company's Charter or By-Laws, or by the Board of Directors.

Miscellaneous

The Committee shall have the power to conduct or authorize investigations into any matters within the committee's scope of responsibilities.

The Committee shall meet at least four (4) times per year or more frequently as circumstances require. The committee may ask members of management or others to attend the meeting and provide pertinent information as necessary.

Minutes of each meeting are to be prepared by the General Counsel or his designee and approved by the Committee.

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