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DIGITALNET, INC.
OFFER TO EXCHANGE ALL OF ITS OUTSTANDING
9% SENIOR NOTES DUE 2010
FOR
9% SENIOR NOTES DUE 2010
REGISTERED UNDER THE SECURITIES ACT OF 1933
PURSUANT TO THE PROSPECTUS DATED , 2003
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME ON , 2003 UNLESS EXTENDED (SUCH DATE AND TIME,
AS SO EXTENDED, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN
PRIOR TO THE EXPIRATION DATE.
TO OUR CLIENTS:
Enclosed for your consideration is a prospectus dated, 2003 and the
related letter of transmittal and instructions thereto in connection with the
offer (the "Exchange Offer") of DigitalNet, Inc., a Delaware corporation (the
"Issuer"), DigitalNet Holdings, Inc., a Delaware corporation ("Holdings"), and
certain subsidiaries of the Issuer (collectively, together with Holdings, the
"Guarantors"), to exchange an aggregate principal amount of up to $125,000,000
of the Issuer's 9% Senior Notes due 2010, together with the guarantees thereof
by the Guarantors, which have been registered under the Securities Act of 1933,
as amended, (the "New Notes"), for a like principal amount of the Issuer's
outstanding 9% Senior Notes due 2010, together with the guarantees thereof by
the Guarantors, (the "Old Notes"), upon the terms and subject to the conditions
set forth in the prospectus and the letter of transmittal. Consummation of the
Exchange Offer is subject to certain conditions described in the prospectus.
Unless indicated otherwise, capitalized terms used but not defined herein shall
have the same meaning given to them in the prospectus or the letter of
transmittal, as the case may be.
WE ARE THE REGISTERED HOLDER OF OLD NOTES HELD BY US FOR YOUR ACCOUNT. A
TENDER OF ANY SUCH OLD NOTES CAN BE MADE ONLY BY US AS THE REGISTERED HOLDER AND
PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER OLD NOTES HELD BY US
FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish us to tender any
or all such Old Notes held by us for your account pursuant to the terms and
conditions set forth in the prospectus and the letter of transmittal. WE URGE
YOU TO READ THE PROSPECTUS AND THE LETTER OF TRANSMITTAL CAREFULLY BEFORE
INSTRUCTING US TO TENDER YOUR OLD NOTES.
Your instructions to us should be forwarded as promptly as possible in order
to permit us to tender Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME ON , 2003, UNLESS EXTENDED. Old Notes tendered pursuant
to the Exchange Offer may be withdrawn only under the circumstances described in
the prospectus and the letter of transmittal.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Old Notes.
2. Consummation of the Exchange Offer is conditioned upon the terms and
conditions set forth in the prospectus under "The Exchange Offer."
3. Tendering holders may withdraw their tender at any time prior to the
Expiration Date.
4. Any transfer taxes incident to the transfer of Old Notes from the
tendering holder to the Issuer will be paid by the Issuer, except as
provided in the prospectus and the instructions to the letter of
transmittal.
5. The Exchange Offer is not being made to, nor will the surrender of
Old Notes for exchange be accepted from or on behalf of, holders of Old
Notes in any jurisdiction in which the Exchange Offer or acceptance thereof
would not be in compliance with the securities or blue sky laws of such
jurisdiction.
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6. The acceptance for exchange of Old Notes validly tendered and not
withdrawn will be effected as soon as practicable after the Expiration Date
and the issuance of New Notes will be made as promptly as practicable
thereafter.
7. The Issuer and the Guarantors expressly reserve the right, in their
reasonable discretion and in accordance with applicable law, (i) to extend
the Expiration Date, (ii) to delay the acceptance of any Old Notes,
(iii) to terminate the Exchange Offer and not accept any Old Notes for
exchange if the Issuer and the Guarantors determine that any of the
conditions to the Exchange Offer, as set forth in the prospectus, have not
occurred or have not been satisfied and (iv) to amend the terms of the
Exchange Offer in any manner. In the event of any extension, delay,
non-acceptance, termination or amendment, the Issuer and the Guarantors will
as promptly as practicable give oral or written notice of the action to the
exchange agent and make a public announcement of such action. In the case of
an extension, the announcement will be made no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date.
8. Consummation of the Exchange Offer may have adverse consequences to
non-tendering Old Note holders, including that the reduced amount of
outstanding Old Notes as a result of the Exchange Offer may adversely affect
the trading market, liquidity and market price of the Old Notes.
If you wish to have us tender any or all of the Old Notes held by us for
your account, please so instruct us by completing, executing and returning to us
the instruction form that follows.
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INSTRUCTION FORM WITH RESPECT TO THE
DIGITALNET, INC.
OFFER TO EXCHANGE ALL OF ITS OUTSTANDING
9% SENIOR NOTES DUE 2010
FOR
9% SENIOR NOTES DUE 2010
REGISTERED UNDER THE SECURITIES ACT OF 1933
PURSUANT TO THE PROSPECTUS DATED , 2003
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF YOUR LETTER AND THE ENCLOSED
DOCUMENTS REFERRED TO THEREIN RELATING TO THE EXCHANGE OFFER OF THE ISSUER AND
THE GUARANTORS WITH RESPECT TO THE OLD NOTES.
THIS WILL INSTRUCT YOU WHETHER TO TENDER THE PRINCIPAL AMOUNT OF OLD NOTES
INDICATED BELOW HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED PURSUANT TO THE
TERMS OF AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE LETTER OF
TRANSMITTAL.
/ / Please tender the Old Notes held by you for my account, as indicated below.
/ / Please do not tender any Old Notes held by you for my account.
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Date -------------------------------------, 2003 ------------------------------------------
Signature(s)
Principal Amount of Old Notes to be Tendered:
-------------------------------------* -------------------------------------------
$ (must be in the principal amount of $1,000 Please Print Name(s) Here
or an integral multiple thereof)
-------------------------------------------
-------------------------------------------
Please Type or Print Address
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Area Code and Telephone Number
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Taxpayer Identification or Social Security
Number
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My Account Number with You
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* UNLESS OTHERWISE INDICATED, SIGNATURE(S) HEREON BY BENEFICIAL OWNERS(S)
SHALL CONSTITUTE AN INSTRUCTION TO THE NOMINEE TO TENDER ALL OLD NOTES OF
SUCH BENEFICIAL OWNER(S).