sc13d

Monitor Clipper Equity Partners, L.P.

Monitor Consulting, L.P.

Monitor Clipper Partners, L.P.,
its general partner

Monitor GP, Inc.,
its general partner

By: MCP GP, Inc.,

its general partner

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 92342R 20 3					Page 2 of 14 Pages

	1.	Name of Reporting Person: I.R.S. Identification Nos. of above persons (entities only): General Dynamics Corporation (EIN 13-1673581)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	XX
		(b)

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

	6.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0

			8.	Shared Voting Power: 11,592,155 *

			9.	Sole Dispositive Power: 0

			10.	Shared Dispositive Power: 0


CUSIP No. 92342R 20 3			13D	Page 3 of 14 Pages

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 11,592,155 *

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

	13.	Percent of Class Represented by Amount in Row (11): 33.3%

	14.	Type of Reporting Person (See Instructions): CO

* Represents the number of shares of Common Stock of the Company beneficially owned by (i) Monitor Clipper Equity Partners, L.P., Monitor Clipper Equity Partners (Foreign), L.P., Monitor Consulting, L.P., and Monitor Company Group, L.P., pursuant to the Voting Agreement attached hereto as Exhibit 1; (ii) The Texas Growth Fund - 1991 Trust, The Texas Growth Fund II - 1998 Trust, TGF Management Corp. and TGF II Management, L.P., pursuant to the Voting Agreement attached hereto as Exhibit 2; (iii) by David H. Langstaff and Labyrinth, Inc., pursuant to the Voting Agreement attached hereto as Exhibit 3; and (iv) by Dr. Joseph P. Allen, IV and Sugar Creek, L.P., pursuant to the Voting Agreement attached hereto as Exhibit 4. All share holdings are derived from the notes set forth on pages 30 through 32 of the Issuer's Proxy Statement filed with the SEC on April 30, 2003.


CUSIP No. 92342R 20 3					13D	Page 4 of 14 Pages

	1.	Name of Reporting Person: Aspen Acquisition Corporation			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	XX
		(b)

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

	6.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0

			8.	Shared Voting Power: 11,592,155 *

			9.	Sole Dispositive Power: 0

			10.	Shared Dispositive Power: 0


CUSIP No. 92342R 20 3			13D	Page 5 of 14 Pages

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 11,592,155 *

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

	13.	Percent of Class Represented by Amount in Row (11): 33.3%

	14.	Type of Reporting Person (See Instructions): CO

The class of equity securities to which this Statement on Schedule 13 (the “Statement”) relates is the common stock, par value $.0001 per share (the “Common Stock”), of Veridian Corporation, a Delaware corporation (the “Company”). The principal executive offices of the Issuer are located at 1200 South Hayes Street, Suite 1100, Arlington, Virginia 22202.

(a) – (c) and (f). The names of the persons filing this statement are General Dynamics Corporation, a Delaware corporation (“General Dynamics”), and Aspen Acquisition Corporation, a Delaware corporation (“Acquisition Corp.” and together with General Dynamics, the “Reporting Person”). The principal office of General Dynamics and Acquisition Corp. is at 3190 Fairview Park Drive, Falls Church, Virginia 22042. The principal businesses of General Dynamics are mission-critical information technology and communications, land and amphibious combat systems, shipbuilding and marine systems, and business aviation. The principal business of Acquisition Corp. will be the acquisition of the Company. The name, business address, principal occupation or employment of each director and executive officer of the Reporting Person is set forth on Schedule A, which is incorporated by reference herein.

(d) and (e). During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any other person or entity referred to in this Item 2 (as listed on Schedule A attached hereto): (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Person may be deemed to have acquired beneficial ownership of 11,592,155 shares of Common Stock pursuant to Voting Agreements, dated June 9, 2003 (the “Voting Agreements”), entered into between General Dynamics, Acquisition Corp. and each of the following: (i) Monitor Clipper Equity Partners, L.P., Monitor Clipper Equity Partners (Foreign), L.P., Monitor Consulting, L.P. and Monitor Company Group, L.P., (ii) The Texas Growth Fund – 1991 Trust, The Texas Growth Fund II – 1998 Trust, TGF Management Corp. and TGF II Management, L.P., (iii) David H. Langstaff and Labyrinth, L.P. and (iv) Dr. Joseph P. Allen, IV and Sugar Creek, L.P. (collectively, (i), (ii), (iii) and (iv) comprise the “Stockholders”). Subject to the terms of the Voting Agreements, the Stockholders have agreed to vote all of the capital stock of the Company of which they possess beneficial ownership (a) in favor of the adoption of the Merger Agreement and approval of the Merger (each as defined in Item 4) and any other matter that would reasonably be expected to facilitate the consummation of the Merger, and (b) against approval of any proposal made in opposition to or competition with the consummation of the Merger and against any merger, consolidation, sale of assets, reorganization or recapitalization, with any party other than with the Reporting Person and/or its affiliates and against any reorganization, recapitalization, liquidation or winding up of the Company. Each Stockholder also irrevocably authorized the Reporting Person to execute as

attorney in fact for such Stockholder any ballot or consent form the Reporting Person shall reasonably deem appropriate to accomplish the votes and consents required by the foregoing. The Voting Agreements were entered into in consideration of the execution and delivery of the Merger Agreement and the Reporting Person did not pay additional consideration in connection with the execution and delivery of the Voting Agreements.

The foregoing description of the Voting Agreements is qualified in its entirety by reference to such agreements attached hereto as Exhibits 1, 2, 3 and 4.

On June 9, 2003, the Company, General Dynamics and Acquisition Corp. entered into an Agreement and Plan of Merger (the “Merger Agreement”), that, subject to the terms and conditions therein, contemplates (i) the merger of Acquisition Corp., with and into the Company, with the Company as the surviving corporation (the “Merger”), and the conversion of (A) each outstanding share of Common Stock into the right to receive $35.00 in cash per share, and (B) each outstanding option or warrant to purchase Common Stock into the right to receive the excess, if any, of $35.00 minus the per share exercise price of such option or warrant. Consummation of the Merger is subject to the conditions set forth in the Merger Agreement, including, without limitation, obtaining the approval of the stockholders of the Company and certain regulatory consents. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement incorporated in this filing by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Veridian Corporation on June 9, 2003. The purpose of entering into the Voting Agreements is to aid in facilitating the consummation of the Merger.

There are no anticipated changes to the board of directors or management of the Company before the consummation of the Merger. Upon consummation of the Merger, it is expected that the board of directors of Acquisition Corp. will become the board of directors of the Company, and that the size of the board will decrease to three individuals. After the consummation of the Merger, it is anticipated that the management of the operational entities of the Company will remain substantially the same, subject to any changes that the Reporting Person, in its sole discretion, deems necessary. The certificate of incorporation and bylaws of the surviving corporation will become the certificate and bylaws of Acquisition Corp. in effect immediately prior to the Merger.

If the Merger is consummated, it is expected that the Company will cease to be a public company and that the Common Stock will cease to be traded on the New York Stock Exchange and the only remaining stockholder of the Company immediately after such consummation would be General Dynamics. It is also anticipated that the Common Stock would become eligible for termination of registration under Section 12(g)(4) of the Act upon consummation of the Merger.

*		Includes 6,108,214 shares of Common Stock owned by Monitor Clipper Equity Partners, L.P.; 1,154,584 shares of Common Stock owned by Monitor Clipper Equity Partners (Foreign), L.P.; 10,859 shares of Common Stock owned by Monitor Consulting, L.P.; 10,859 shares of Common Stock owned by Monitor Company Group, L.P.; 943,829 shares of Common Stock owned by The Texas Growth Fund – 1991 Trust; 1,815,700 shares of Common Stock owned by The Texas Growth Fund II – 1998 Trust; 6,384 shares of Common Stock owned by TGF II Management, L.P.; 33,250 shares of Common Stock that are issuable upon the exercise of outstanding vested stock options held by TGF II Management, L.P; 517,100 shares of Common Stock owned by David H. Langstaff; 407,529 shares of Common Stock that are issuable upon the exercise of outstanding vested stock options held by David H. Langstaff; 200,000 shares of Common Stock owned by Labyrinth, L.P.; 148,061 shares of Common Stock owned by Dr. Joseph P. Allen, IV; 200,000 shares of Common Stock owned by Sugar Creek, L.P.; and 35,786 shares of Common Stock that are issuable upon the exercise of outstanding vested stock options held by Dr. Joseph P. Allen, IV. All share holdings are derived from the notes set forth on pages 30 through 32 of the Company’s Proxy Statement filed with the SEC on April 30, 2003.

**		Based on 34,816,350 shares of Common Stock outstanding as of June 7, 2003, which is based on information represented by the Company in Section 5.2 of the Merger Agreement filed as Exhibit 2.1 to the Current Report on Form 8-K by Veridian Corporation on June 9, 2003.

Except as set forth in this Statement, to the knowledge of the Reporting Person, no other person or entity referred to in Item 2 (including those listed on Schedule A hereto) beneficially owns any shares of Common Stock.

(c) Except for the 11,592,155 shares of Common Stock subject to the Voting Agreements, there have been no transactions in the Common Stock that were effected during the

past 60 days by the Reporting Person. To the knowledge of the Reporting Person, no other person or entity referred to in Item 2 (including those listed on Schedule A hereto) has effected any transaction in the Common Stock in the past 60 days.

(d) To the knowledge of the Reporting Person, except for the Stockholders, no other person or entity possesses any right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock identified in Item 5(a).

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except for the arrangements described in Items 3, 4 or 5 of this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person or, to the knowledge of the Reporting Person, any other person or entity referred to in Item 2 (including those listed on Schedule A hereto), or between such persons and any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

	1.		Voting Agreement dated June 9, 2003 by and among General Dynamics Corporation, Aspen Acquisition Corporation and Monitor Clipper Equity Partners, L.P., Monitor Clipper Equity Partners (Foreign), L.P., Monitor Consulting, L.P. and Monitor Company Group, L.P.

	2.		Voting Agreement dated June 9, 2003 by and among General Dynamics Corporation, Aspen Acquisition Corporation and The Texas Growth Fund – 1991 Trust, The Texas Growth Fund II – 1998 Trust, TGF Management Corp. and TGF II Management, L.P.

	3.		Voting Agreement dated June 9, 2003 by and among General Dynamics Corporation, Aspen Acquisition Corporation, Labyrinth, L.P. and David H. Langstaff

	4.		Voting Agreement dated June 9, 2003 by and among General Dynamics Corporation, Aspen Acquisition Corporation, Sugar Creek, L.P. and Dr. Joseph P. Allen, IV

	*5.		Agreement and Plan of Merger dated as of June 9, 2003 by and among General Dynamics Corporation, Aspen Acquisition Corporation and Veridian Corporation

Incorporated by reference from Exhibit 2.1 of the Current Report on Form 8-K filed by Veridian Corporation on June 9, 2003.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The following table sets forth the name, the present principal occupation or employment and business address of each director and executive officer of General Dynamics Corporation and Aspen Acquisition Corporation.

The business address for all of the following individuals (per Item 2(b)) is General Dynamics Corporation, 3190 Fairview Park Drive, Falls Church, Virginia 22042. Each such individual is employed principally by General Dynamics Corporation, which is engaged in the business described in Item 2 above.

Nicholas D. Chabraja — Chairman of the Board of Directors and Chief Executive Officer of General Dynamics Corporation

Michael E. Chandler — Vice President of General Dynamics Corporation; President of General Dynamics Network Systems, Inc.

Cordis B. Colburn — Vice President Government Relations of General Dynamics Corporation

Kenneth C. Dahlberg — Executive Vice President of General Dynamics Corporation and Group Executive, Information Systems and Technology

Gerard J. DeMuro — Vice President of General Dynamics Corporation; President of General Dynamics C4 Systems, Inc.

Larry R. Flynn — Vice President of General Dynamics Corporation; President of Product Support of Gulfstream Aerospace Corporation; President of General Dynamics Aviation Services Corporation

Mark A. Fried — Vice President of General Dynamics Corporation; President of General Dynamics Decision Systems, Inc.

Mark Haley — Vice President and Deputy General Counsel of General Dynamics Corporation

Charles M. Hall — Vice President of General Dynamics Corporation; President of General Dynamics Land Systems Inc.

David K. Heebner — Senior Vice President Planning and Development of General Dynamics Corporation

Preston A. Henne — Vice President of General Dynamics Corporation; Senior Vice President, Programs, Engineering and Test of Gulfstream Aerospace Corporation

Kenneth A. Hill — Vice President Information Technology of General Dynamics Corporation

Linda P. Hudson — Vice President of General Dynamics Corporation; President of General Dynamics Armament and Technical Products, Inc.

Joseph T. Lombardo — Vice President of General Dynamics Corporation; Chief Operating Officer of Gulfstream Aerospace Corporation

Michael J. Mancuso — Senior Vice President and Chief Financial Officer of General Dynamics Corporation

Bryan T. Moss — Vice President of General Dynamics Corporation; President and Director of Gulfstream Aerospace Corporation

Phebe N. Novakovic — Vice President Strategic Planning of General Dynamics Corporation

Walter M. Oliver — Senior Vice President Human Resources and Administration of General Dynamics Corporation

Kendell M. Pease — Vice President Communications of General Dynamics Corporation

David A. Savner — Senior Vice President, General Counsel and Secretary of General Dynamics Corporation

William O. Schmieder — Vice President International of General Dynamics Corporation

John W. Schwartz — Vice President and Controller of General Dynamics Corporation

John F. Shipway — Vice President of General Dynamics Corporation; President of Bath Iron Works Corporation

John F. Stewart — Vice President of General Dynamics Corporation; President of General Dynamics Advanced Information Systems, Inc.

Michael W. Toner — Executive Vice President of General Dynamics Corporation and Group Executive, Marine Systems; President of Electric Boat Corporation

Arthur J. Veitch — Executive Vice President of General Dynamics Corporation and Group Executive, Combat Systems

Richard H. Vortmann — Vice President of General Dynamics Corporation; President of National Steel and Shipbuilding Company

Michael S. Wilson — Vice President of General Dynamics Corporation; President of General Dynamics Ordnance and Tactical Systems, Inc.

The business address for all of the following individuals (per Item 2(b)) is General Dynamics Corporation, 3190 Fairview Park Drive, Falls Church, Virginia 22042. Each such individual is employed principally by the company set forth next to his name below with the principal business address of such company (per Item 2(c)) set forth therein.

James S. Crown – President of Henry Crown and Company (diversified investments). Henry Crown and Company is located at 222 North LaSalle Street, Suite 2000, Chicago, Illinois 60601.

Lester Crown – Chairman of Henry Crown and Company (diversified investments). Henry Crown and Company is located at 222 North LaSalle Street, Suite 2000, Chicago, Illinois 60601.

William P. Fricks – former Chairman and Chief Executive Officer of Newport News Shipbuilding Inc. (shipbuilding).

Charles H. Goodman – Vice Chairman of Henry Crown and Company (diversified investments). Henry Crown and Company is located at 222 North LaSalle Street, Suite 2000, Chicago, Illinois 60601.

George A. Joulwan – President of One Team, Inc. (consulting). The address of One Team, Inc. is 2107 S. Arlington Ridge Road, Arlington, Virginia 22202.

Paul G. Kaminski – Chairman and Chief Executive Officer of Technovation, Inc. (advanced technology consulting). The address of Technovation, Inc. is 6691 Rutledge Drive, Fairfax Station, Virginia 22039.

Jay L. Johnson – President and Chief Executive Officer of Dominion Delivery and Dominion Telecom, Inc. (telecommunications, electricity and gas distribution). Dominion Delivery and Dominion Telecom is located at 4355 Innslake Drive, Glen Allen, Virginia 23060.

Kenneth C. Dahlberg — Director and President of Aspen Acquisition Corporation; Executive Vice President of General Dynamics Corporation and Group Executive, Information Systems and Technology

Michelle S. DiCintio – Assistant Secretary of Aspen Acquisition Corporation; Senior Counsel of General Dynamics Corporation

David H. Fogg — Treasurer of Aspen Acquisition Corporation; Vice President and Treasurer of General Dynamics Corporation

Margaret N. House — Secretary of Aspen Acquisition Corporation; Assistant Secretary of General Dynamics Corporation

Michael J. Mancuso — Director of Aspen Acquisition Corporation; Senior Vice President and Chief Financial Officer of General Dynamics Corporation

David A. Savner — Vice President and Director of Aspen Acquisition Corporation; Senior Vice President, General Counsel and Secretary of General Dynamics Corporation

This Voting Agreement (this “Agreement”) has been made as of June 9, 2003, by General Dynamics Corporation, a Delaware corporation (“Acquiror”), Aspen Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Acquiror (“Acquisition Sub”), and Monitor Clipper Equity Partners, L.P. (“MCEP”), Monitor Clipper Equity Partners (Foreign), L.P. (“MCEP(F)”), Monitor Consulting, L.P. (“Monitor Consulting”) and Monitor Company Group, L.P., as the successor in interest to Monitor Company, Inc. (“MCGLP”, and together with MCEP, MCEP(F) and Monitor Consulting, the “Stockholders”).

A. Concurrently with the execution and delivery of this Agreement, Acquiror, Acquisition Sub, and Veridian Corporation, a Delaware corporation (the “Company”) are entering into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides, among other things, that Acquisition Sub be merged with and into the Company (the “Merger”) and that upon such merger, the Company will become a wholly-owned subsidiary of Acquiror.

B. Each of the Stockholders is, or upon exercise of options and/or warrants to purchase shares of the Common Stock, $0.0001 par value per share, of the Company (the “Company Common Shares”) will be, the record and beneficial owner of the shares set forth opposite its name on Schedule I, for an aggregate of 7,284,516 Company Common Shares (the “Stockholder Company Shares”), which will, pursuant to the Merger Agreement and subject to the terms and conditions thereof, entitle the Shareholders to receive $35.00 per Stockholder Company Share in exchange for their Stockholder Company Shares (net of any exercise price in the case of options or warrants).

C. Acquiror has required each of the Stockholders to enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.

1. Agreement to Vote Shares. At every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, each Stockholder irrevocably agrees to vote its respective Stockholder Company Shares (and any Company Common Shares with respect to which such Stockholder acquires beneficial ownership subsequent to the date hereof): (a) in favor of the adoption of the Merger Agreement and approval of the Merger and any other matter that would reasonably be expected to facilitate the consummation of the Merger (the “Merger Proposal”); and (b) against approval of any proposal made in opposition to or competition with the consummation of the Merger and against any merger, consolidation, sale of assets, reorganization or recapitalization, with any party other than with Acquiror, Acquisition Sub and/or their affiliates and against any reorganization, recapitalization, liquidation or winding up of the Company.

2. Assignment Agreement. The Stockholders have previously entered into an Assignment Agreement dated as of September 7, 1999 (“Assignment Agreement”), by and among themselves whereby each of MCEP(F), Monitor Consulting and MCGLP (as the successor in interest to Monitor Company, Inc.) assigned, among other things, all voting rights associated with their shares of Company Common Stock to MCEP. The Stockholders hereby agree that, notwithstanding the provisions of the Assignment Agreement, each of the Stockholders may enter into and perform this Agreement.

3. Authorization to Execute Ballot. Each Stockholder hereby irrevocably authorizes Acquiror and Acquisition Sub to execute as attorney in fact for such Stockholder any ballot or consent form Acquiror or Acquisition Sub shall reasonably deem appropriate to accomplish the votes and consents required by this Agreement.

4. Transfer Restrictions. From and after the date hereof, (a) none of the Stockholder Company Shares shall be tendered in response to any tender offer from any person other than Acquiror, Acquisition Sub or one of their affiliates, (b) no interest in any of the Stockholder Company Shares shall be sold or otherwise transferred, provided that transfers of limited partnership interests, directly or indirectly, in a Stockholder that is an entity will not constitute a prohibited transfer hereunder, and (c) each Stockholder will not take any other action which would impair its ability to vote any of its Stockholder Company Shares in the manner required by this Agreement.

5. Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Acquiror and Acquisition Sub that, after giving effect to Section 2 hereof:

(a) it has the capacity to enter into this Agreement and the right and power to perform its obligations under this Agreement;

(b) except as set forth in Section 2 hereof, it is not subject to or obligated under any provision of any contract or other agreement or any order, judgment or decree that would be breached or violated by its execution, delivery and performance of this Agreement;

(c) no authorization, consent or approval of, or any filing with, any public body, court or authority is necessary for consummation by such Stockholder of the transactions contemplated by this Agreement, other than any filings with the Securities and Exchange Commission pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended;

(d) except as set forth in Section 2 hereof, it possesses beneficial ownership and voting power on the date of this Agreement of the Stockholder Company Shares set forth opposite its name on Schedule I; and

(e) except as set forth in Section 2 hereof, it has full ownership of the Stockholder Company Shares set forth opposite its name on Schedule I, free of any adverse

interest and has necessary and sufficient right and authority to make the commitments with respect to its Stockholder Company Shares contained in this Agreement.

6. Representations and Warranties of Acquiror. Acquiror hereby represents and warrants to the Stockholders that it has full corporate power and authority to enter into this Agreement and the Merger Agreement and the right and power to perform its obligations under this Agreement and, subject to the terms and conditions set forth therein, the Merger Agreement.

7. Termination. This Agreement shall terminate only if the Merger Agreement is validly terminated or upon the mutual agreement of the parties hereto.

8. Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses; provided, however, that this provision will not supersede or modify any agreement between the Company and a Stockholder relating to the reimbursement of expenses.

9. No Constraints on Actions as a Director. Nothing in this Agreement shall be deemed to restrict any signatory hereto, or any affiliate of such signatory, from taking any action required in connection with such individual’s fiduciary duties as a director of the Company.

10. Amendment; Assignment. This Agreement may not be modified, amended, altered or supplemented except by a writing signed by Acquiror, Acquisition Sub and the Stockholders. Neither the Stockholders, Acquisition Sub nor Acquiror may assign any of its rights or obligations under this Agreement without the written consent of the other.

11. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given in person, by telegram or facsimile (receipt verified), or sent by registered or certified mail (postage prepaid, return receipt requested), and shall be deemed to have been duly given if so given, to the respective parties as follows:

or to such other address as any party may have furnished to the other in writing, except that changes of address shall only be effective upon receipt.

12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but each of which together shall constitute one and the same document.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof.

14. Binding Effect. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the successors and permitted assigns of the parties hereto. Nothing expressed or referred to in this Agreement is intended or shall be construed to give any person other than the parties to this Agreement, or their respective successors and permitted assigns any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights to which such party may be entitled. EACH STOCKHOLDER AGREES THAT MONEY DAMAGES ARE NOT AN ADEQUATE REMEDY FOR BREACH OF ITS VOTING AGREEMENTS IN SECTION 1 OF THIS AGREEMENT OR ITS OTHER AGREEMENTS HEREIN AND THAT ACQUIROR AND/OR ACQUISITION SUB MAY IN THEIR DISCRETION APPLY TO ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION FOR SPECIFIC PERFORMANCE AND/OR INJUNCTIVE RELIEF IN ORDER TO REQUIRE ANY VOTE REQUIRED BY THE TERMS OF THIS AGREEMENT OR TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE PROVISIONS OF THIS AGREEMENT.

15. Entire Agreement. This Agreement and those documents expressly referred to herein embody the complete agreement between the parties in respect to the matter herein and supersede and preempt any prior understandings, agreements or representatives by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

16. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

17. Miscellaneous. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be duly executed as of the day and year first above written.


	GENERAL DYNAMICS CORPORATION

	By:	/s/ David A. Savner
	Name:	David A. Savner
	Title:	Senior Vice President and General Counsel, Secretary

	ASPEN ACQUISITION CORPORATION

	By:	/s/ David A. Savner
	Name:	David A. Savner
	Title:	Vice President and Director

This Voting Agreement (this “Agreement”) has been made as of June 9, 2003, by General Dynamics Corporation, a Delaware corporation (“Acquiror”), Aspen Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Acquiror (“Acquisition Sub”), and The Texas Growth Fund – 1991 Trust, The Texas Growth Fund II – 1998 Trust, TGF Management Corp. and TGF II Management, L.P. (together, the “Stockholders”).

B. Each of the Stockholders is, or upon exercise of options and/or warrants to purchase shares of the Common Stock, $0.0001 par value per share, of the Company (the “Company Common Shares”) will be, the record and beneficial owner of the shares set forth opposite its name on Schedule I, for an aggregate of 2,759,529 Company Common Shares (the “Stockholder Company Shares”) , which will, pursuant to the Merger Agreement and subject to the terms and conditions thereof, entitle the Shareholders to receive $35.00 per Stockholder Company Share in exchange for their Stockholder Company Shares (net of any exercise price in the case of options or warrants).

C. Acquiror has required each of the Stockholders to enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.

2. Authorization to Execute Ballot. Each Stockholder hereby irrevocably authorizes Acquiror and Acquisition Sub to execute as attorney in fact for such Stockholder any ballot or

consent form Acquiror or Acquisition Sub shall reasonably deem appropriate to accomplish the votes and consents required by this Agreement.

3. Transfer Restrictions. From and after the date hereof, (a) none of the Stockholder Company Shares shall be tendered in response to any tender offer from any person other than Acquiror, Acquisition Sub or one of their affiliates, (b) no interest in any of the Stockholder Company Shares shall be sold or otherwise transferred, provided that transfers of limited partnership interests, directly or indirectly, in a Stockholder that is an entity will not constitute a prohibited transfer hereunder, and (c) each Stockholder will not take any other action which would impair its ability to vote any of its Stockholder Company Shares in the manner required by this Agreement.

4. Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Acquiror and Acquisition Sub that:

(a) it has the capacity to enter into this Agreement and the right and power to perform its obligations under this Agreement;

(b) it is not subject to or obligated under any provision of any contract or other agreement or any order, judgment or decree that would be breached or violated by its execution, delivery and performance of this Agreement;

(d) it possesses beneficial ownership and voting power on the date of this Agreement of the Stockholder Company Shares set forth opposite its name on Schedule I; and

(e) it has full ownership of the Stockholder Company Shares set forth opposite its name on Schedule I, free of any adverse interest and has necessary and sufficient right and authority to make the commitments with respect to its Stockholder Company Shares contained in this Agreement.

5. Representations and Warranties of Acquiror. Acquiror hereby represents and warrants to the Stockholders that it has full corporate power and authority to enter into this Agreement and the Merger Agreement and the right and power to perform its obligations under this Agreement and, subject to the terms and conditions set forth therein, the Merger Agreement.

6. Termination. This Agreement shall terminate only if the Merger Agreement is validly terminated or upon the mutual agreement of the parties hereto.

7. Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses;

provided, however, that this provision will not supersede or modify any agreement between the Company and a Stockholder relating to the reimbursement of expenses.

8. No Constraints on Actions as a Director. Nothing in this Agreement shall be deemed to restrict any signatory hereto, or any affiliate of such signatory, from taking any action required in connection with such individual’s fiduciary duties as a director of the Company.

9. Amendment; Assignment. This Agreement may not be modified, amended, altered or supplemented except by a writing signed by Acquiror, Acquisition Sub and the Stockholders. Neither the Stockholders, Acquisition Sub nor Acquiror may assign any of its rights or obligations under this Agreement without the written consent of the other.

10. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given in person, by telegram or facsimile (receipt verified), or sent by registered or certified mail (postage prepaid, return receipt requested), and shall be deemed to have been duly given if so given, to the respective parties as follows:

or to such other address as any party may have furnished to the other in writing, except that changes of address shall only be effective upon receipt.

11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but each of which together shall constitute one and the same document.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof.

13. Binding Effect. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the successors and permitted assigns of the parties hereto. Nothing expressed or referred to in this Agreement is intended or shall be construed to give any person other than the parties to this Agreement, or their respective successors and permitted assigns any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights to which such party may be entitled. EACH STOCKHOLDER AGREES THAT MONEY DAMAGES ARE NOT AN ADEQUATE REMEDY FOR BREACH OF ITS VOTING AGREEMENTS IN SECTION 1 OF THIS AGREEMENT OR ITS OTHER AGREEMENTS HEREIN AND THAT ACQUIROR AND/OR ACQUISITION SUB MAY IN THEIR SOLE DISCRETION APPLY TO ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION FOR SPECIFIC PERFORMANCE AND/OR INJUNCTIVE RELIEF IN ORDER TO REQUIRE ANY VOTE REQUIRED BY THE TERMS OF THIS AGREEMENT OR TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE PROVISIONS OF THIS AGREEMENT.

14. Entire Agreement. This Agreement and those documents expressly referred to herein embody the complete agreement between the parties in respect to the matter herein and supersede and preempt any prior understandings, agreements or representatives by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

15. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

16. Miscellaneous. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be duly executed as of the day and year first above written.


GENERAL DYNAMICS CORPORATION


By:		/s/ David A. Savner

Name:		David A. Savner
Title:		Senior Vice President and General Counsel, Secretary

ASPEN ACQUISITION CORPORATION


By:		/s/ David A. Savner

Name:		David A. Savner
Title:		Vice President and Director

A. Concurrently with the execution and delivery of this Agreement, Acquiror, Acquisition Sub and Veridian Corporation, a Delaware corporation (the “Company”), are entering into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides, among other things, that Acquisition Sub be merged with and into the Company (the “Merger”) and that upon such merger, the Company will become a wholly owned subsidiary of Acquiror.

B. The Stockholder is, or upon exercise of options and/or warrants to purchase shares of the Common Stock, $0.0001 par value per share, of the Company (the “Company Common Shares”) will be, the record and beneficial owner of 1,138,889 Company Common Shares (the “Stockholder Company Shares”), which will, pursuant to the Merger Agreement and subject to the terms and conditions thereof, entitle the Shareholder to receive $35.00 per Stockholder Company Share in exchange for his Stockholder Company Shares (net of any exercise price in the case of options or warrants).

C. Acquiror has required the Stockholder to enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.

1. Agreement to Vote Shares. At every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, the Stockholder irrevocably agrees to vote the Stockholder Company Shares (and any Company Common Shares with respect to which the Stockholder acquires beneficial ownership subsequent to the date hereof): (a) in favor of the adoption of the Merger Agreement and approval of the Merger and any other matter that would reasonably be expected to facilitate the consummation of the Merger (the “Merger Proposal”); and (b) against approval of any proposal made in opposition to or competition with the consummation of the Merger and against any merger, consolidation, sale of assets, reorganization or recapitalization, with any party other than with Acquiror, Acquisition Sub and/or their affiliates and against any reorganization, recapitalization, liquidation or winding up of the Company.

2. Authorization to Execute Ballot. The Stockholder hereby irrevocably authorizes Acquiror and Acquisition Sub to execute as attorney in fact for him any ballot or consent form Acquiror or Acquisition Sub shall reasonably deem appropriate to accomplish the votes and consents required by this Agreement.

3. Transfer Restrictions. From and after the date hereof, (a) none of the Stockholder Company Shares shall be tendered in response to any tender offer from any person other than Acquiror, Acquisition Sub or one of their affiliates, (b) no interest in any of the Stockholder Company Shares shall be sold or otherwise transferred, provided that transfers of limited partnership interests, directly or indirectly, in a Stockholder that is an entity will not constitute a prohibited transfer hereunder, and (c) the Stockholder will not take any other action which would impair his ability to vote any of the Stockholder Company Shares in the manner required by this Agreement.

4. Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Acquiror and Acquisition Sub that:

(a) he has the capacity to enter into this Agreement and the right and power to perform his obligations under this Agreement;

(b) he is not subject to or obligated under any provision of any contract or other agreement or any order, judgment or decree that would be breached or violated by his execution, delivery and performance of this Agreement;

(c) no authorization, consent or approval of, or any filing with, any public body, court or authority is necessary for consummation by the Stockholder of the transactions contemplated by this Agreement, other than any filings with the Securities and Exchange Commission pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended;

(d) he possesses beneficial ownership and voting power on the date of this Agreement of the Stockholder Company Shares; and

(e) he has full ownership of the Stockholder Company Shares free of any adverse interest and has necessary and sufficient right and authority to make the commitments with respect to the Stockholder Company Shares contained in this Agreement.

5. Representations and Warranties of Acquiror. Acquiror hereby represents and warrants to the Stockholder that it has full corporate power and authority to enter into this Agreement and the Merger Agreement and the right and power to perform its obligations under this Agreement and, subject to the terms and conditions set forth therein, the Merger Agreement.

6. Termination. This Agreement shall terminate only if the Merger Agreement is validly terminated or upon the mutual agreement of the parties hereto.

7. Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses; provided, however, that this provision will not supersede or modify any agreement between the Company and a Stockholder relating to the reimbursement of expenses.

8. No Constraints on Actions as a Director. Nothing in this Agreement shall be deemed to restrict the Stockholder from taking any action required in connection with his fiduciary duties as a director of the Company.

9. Amendment; Assignment. This Agreement may not be modified, amended, altered or supplemented except by a writing signed by Acquiror, Acquisition Sub and the Stockholder. Neither the Stockholder, Acquisition Sub nor Acquiror may assign any of his rights or obligations under this Agreement without the written consent of the other.

or to such other address as any party may have furnished to the other in writing, except that changes of address shall only be effective upon receipt.

11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but each of which together shall constitute one and the same document.

13. Binding Effect. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the successors and permitted assigns of the parties hereto. Nothing expressed

or referred to in this Agreement is intended or shall be construed to give any person other than the parties to this Agreement, or their respective successors and permitted assigns any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. Each of the parties to this Agreement will be entitled to enforce his rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights to which such party may be entitled. THE STOCKHOLDER AGREES THAT MONEY DAMAGES ARE NOT AN ADEQUATE REMEDY FOR BREACH OF HIS VOTING AGREEMENTS IN SECTION 1 OF THIS AGREEMENT OR HIS OTHER AGREEMENTS HEREIN AND THAT ACQUIROR AND/OR ACQUISITION SUB MAY IN THEIR DISCRETION APPLY TO ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION FOR SPECIFIC PERFORMANCE AND/OR INJUNCTIVE RELIEF IN ORDER TO REQUIRE ANY VOTE REQUIRED BY THE TERMS OF THIS AGREEMENT OR TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE PROVISIONS OF THIS AGREEMENT.

16. Miscellaneous. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be duly executed as of the day and year first above written.


GENERAL DYNAMICS CORPORATION


By:		/s/ David A. Savner

Name:		David A. Savner
Title:		Senior Vice President and General Counsel, Secretary

ASPEN ACQUISITION CORPORATION


By:		/s/ David A. Savner

Name: Title:		David A. Savner Vice President and Director

DAVID H. LANGSTAFF, individually

/s/ David H. Langstaff

LABYRINTH, L.P.

By: David H. Langstaff, as General Partner

/s/ David H. Langstaff

B. The Stockholder is, or upon exercise of options and/or warrants to purchase shares of the Common Stock, $0.0001 par value per share, of the Company (the “Company Common Shares”) will be, the record and beneficial owner of 419,721 Company Common Shares (the “Stockholder Company Shares”), which will, pursuant to the Merger Agreement and subject to the terms and conditions thereof, entitle the Shareholder to receive $35.00 per Stockholder Company Share in exchange for his Stockholder Company Shares (net of any exercise price in the case of options or warrants).

C. Acquiror has required the Stockholder to enter into this Agreement as a condition to its willingness to enter into the Merger Agreement.

1. Agreement to Vote Shares. At every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, the Stockholder irrevocably agrees to vote the Stockholder Company Shares (and any Company Common Shares with respect to which the Stockholder acquires beneficial ownership subsequent to the date hereof): (a) in favor of the adoption of the Merger Agreement and approval of the Merger and any other matter that would reasonably be expected to facilitate the consummation of the Merger (the “Merger Proposal”); and (b) against approval of any proposal made in opposition to or competition with the consummation of the Merger and against any merger, consolidation, sale of assets, reorganization or recapitalization, with any party other than with Acquiror, Acquisition Sub and/or their affiliates and against any reorganization, recapitalization, liquidation or winding up of the Company.

3. Transfer Restrictions. From and after the date hereof, (a) none of the Stockholder Company Shares shall be tendered in response to any tender offer from any person other than Acquiror, Acquisition Sub or one of their affiliates, (b) no interest in any of the Stockholder Company Shares shall be sold or otherwise transferred, provided that transfers of limited partnership interests, directly or indirectly, in a Stockholder that is an entity will not constitute a prohibited transfer hereunder, and (c) the Stockholder will not take any other action which would impair his ability to vote any of the Stockholder Company Shares in the manner required by this Agreement.

4. Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Acquiror and Acquisition Sub that:

(a) he has the capacity to enter into this Agreement and the right and power to perform his obligations under this Agreement;

(d) he possesses beneficial ownership and voting power on the date of this Agreement of the Stockholder Company Shares; and

6. Termination. This Agreement shall terminate only if the Merger Agreement is validly terminated or upon the mutual agreement of the parties hereto.

7. Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses; provided, however, that this provision will not supersede or modify any agreement between the Company and the Stockholder relating to the reimbursement of expenses.

or to such other address as any party may have furnished to the other in writing, except that changes of address shall only be effective upon receipt.

11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but each of which together shall constitute one and the same document.

13. Binding Effect. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the successors and permitted assigns of the parties hereto. Nothing expressed or referred to in this Agreement is intended or shall be construed to give any person other than the parties to this Agreement, or their respective successors and permitted assigns any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. Each of the parties to this Agreement will be entitled to enforce his rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights to which such party may be entitled. THE STOCKHOLDER AGREES THAT MONEY DAMAGES ARE NOT AN ADEQUATE REMEDY FOR BREACH OF HIS VOTING AGREEMENTS IN SECTION 1 OF THIS AGREEMENT OR HIS OTHER AGREEMENTS HEREIN AND THAT ACQUIROR AND/OR ACQUISITION SUB MAY IN THEIR SOLE DISCRETION APPLY TO ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION FOR SPECIFIC PERFORMANCE AND/OR INJUNCTIVE RELIEF IN ORDER TO REQUIRE ANY VOTE REQUIRED BY THE TERMS OF THIS AGREEMENT OR TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE PROVISIONS OF THIS AGREEMENT.

16. Miscellaneous. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be duly executed as of the day and year first above written.


GENERAL DYNAMICS CORPORATION


By:		/s/ David A. Savner

Name:		David A. Savner
Title:		Senior Vice President and General Counsel, Secretary

ASPEN ACQUISITION CORPORATION


By:		/s/ David A. Savner

Name:		David A. Savner
Title:		Vice President and Director

DR. JOSEPH P. ALLEN, IV, individually

/s/ Dr. Joseph P. Allen, IV

SUGAR CREEK, L.P.

By: Dr. Joseph P. Allen, IV, as General Partner

/s/ Dr. Joseph P. Allen, IV


Reporting Person
and each other					Number of Shares:		Number of Shares:
Person Named in	Aggregate Number of		Number of Shares:		Shared Power to		Sole or Shared		Approximate
Item 2	Shares*		Sole Power to Vote		Vote*		Power to Dispose		Percentage**

General Dynamics		11,592,155		0		11,592,155		0		33.3	%
Acquisition Corp.		11,592,155		0		11,592,155		0		33.3	%
Each Person listed		0		0		0		0		0
on Schedule A attached hereto


If to Acquiror or
Acquisition Sub:		General Dynamics Corporation
		3190 Fairview Park Dr.
		Falls Church, VA 22042-4523
		Attention: David A. Savner
		Fax: (703) 876-3554


With a copy to:		Jenner & Block, LLC
		One IBM Plaza, 40^th Floor
		Chicago, Illinois 60611
		Attention: John F. Cox
		Fax: (312) 840-7396

If to Stockholders:		c/o Monitor Clipper Partners
		Two Canal Park
		Cambridge, Massachusetts 02141
		Attention: Michael A. Bell
		Fax: (617) 252-2211

With a copy to:		Ropes & Gray
		One International Place
		Boston, Massachusetts 02110-2624
		Attention: Winthrop G. Minot
		Fax: (617) 951-7050


	GENERAL DYNAMICS CORPORATION


	By:	/s/ David A. Savner David A. Savner Senior Vice President & General Counsel



	ASPEN ACQUISITION CORPORATION


	By:	/s/ Michelle S. DiCintio Michelle S. DiCintio Assistant Secretary


Monitor Clipper Equity Partners (Foreign), L.P.		Monitor Company Group, L.P.

By:	Monitor Clipper Partners, L.P.,	By:	Monitor Company Group G.P.,
	its general partner		L.L.C., its general partner
	By:MCP GP, Inc.,
	its general partner


Monitor Clipper Equity Partners, L.P.		6,108,214 shares
Monitor Clipper Equity Partners (Foreign), L.P.		1,154,584 shares
Monitor Consulting, L.P.		10,859 shares
Monitor Company Group Limited Partnership		10,859 shares


The Texas Growth Fund – 1991 Trust		TGF Management Corp.

The Board of Trustees of the Texas Growth
Fund, as Trustee


By: /s/ James J. Kozlowski		By: /s/ James J. Kozlowski

Name: James J. Kozlowski		Name: James J. Kozlowski
Title: President		Title: President


The Texas Growth Fund II – 1998 Trust		TGF II Management, L.P.


The Board of Trustees of the Texas Growth Fund II, as Trustee		By:		TGF Management Corp., as General Partner


The Texas Growth Fund – 1991 Trust		943,829 shares

The Texas Growth Fund II – 1998 Trust		1,815,700 shares

TGF II Management, L.P.		6,384 shares


If to Acquiror or Acquisition Sub:
		General Dynamics Corporation 3190 Fairview Park Dr. Falls Church, VA 22042-4523 Attention: David A. Savner Fax: (703) 876-3554
With a copy to:
		Jenner & Block, LLC One IBM Plaza, 40th Floor
		Chicago, Illinois 60611 Attention: John F. Cox Fax: (312) 840-7396

If to Stockholder:		Dr. Joseph P. Allen, IV c/o Veridian Corporation 1200 South Hayes Street, Suite 1200 Arlington, Virginia 22202