PROTOCOL OFFRAMEWORK AGREEMENT

for AMICABLEMODIFICATION OF THE “build co-operate and transfer”CONTRACT for TELECOMMUNICATIONS NETWORK CONCLUDED ON 17 AUGUST1999

Between:

The“Office des postes et télécommunications duBénin »,

A publicundertaking of industrial and commercial nature under the BenineseLaw, having its head office at Cotonou, commercial zone“Ganhi”, 01 BP 5959,  represented by its ManagingDirector, Mr. Sabi Soumanou Sanni, duly authorised for the purposeshereof, in accordance with the resolutions of the board held on 20August 2003,

Hereaftercalled : “OPTB”;

of the one part,

And:

Actingjointly and severally for the purposes hereof:

The TitanCorporation,

a companyunder the State of Delaware (Unites States of America) Law, havingits registered office at 3033, Science Park Road, San Diego,California, 92121 (United States of America), represented by itsSenior Vice President, Mr. Owens F. Alexander, duly authorised forthe purposes hereof,

Hereaftercalled : “Titan Corporation”, or, collectively withTitan Africa Inc. : “Titan”;

Titan AfricaInc.,

a companyunder the State of  Delaware (Unites States of America) Law,having its registered office at 3033, Science Park Road, San Diego,California, 92121 (United States of America), registered on 16December 1998, represented by its Chief Executive Officer, Mr.Owens F. Alexander, duly authorised for the purposeshereof,

Hereaftercalled : “Titan Africa” or, collectively  withTitan Corporation : “Titan”;

of the second part.

Thefollowing has been stated earlier:

The OPTB, of one partand, Titan Corporation of the other part, have concluded, on 17August 1999, the Build, Co-operate and Transfer Contract for atelecommunications network in Benin, the rights and duties underwhich have been transferred to Titan Africa (the “BCT”,which designates this contract and the exploitation of theanticipated project at the same time), for the development and themodernisation of the telecommunications system in Benin.  Thecarrying out and exploitation of the telecommunications networkscovered by the BCT are within the mission of public servicestatutorily assigned to the OPTB, pursuant to article 4 of thedecree number 89-156 of 25 April 1989.

Titan Africa, in itscapacity of a subsidiary of Titan Corporation has concluded thefacility convention (the “Existing Facility”), on 10December 1999, with the six contracting banks which are citedtherein (the “Banks”).

The BCT was followingthe previous contracts listed below, in particular (the“Previous Contracts”:

the partnershipagreement for the development and the modernisation of thetelecommunications network in Benin, concluded on 1 February 1996between Afronetwork Ltd. (“AFN”) and the OPTB (the“Partnership Agreement”);

the implementationcontract of the Partnership Agreement, concluded on 3 August 1998between the OPTB and AFN, on the installations of telephonycomprising of the land transmission stations “*Very SmallAperture Terminal*” (“VSAT”), of the digitalswitches and the equipments of the wireless localloop;       

the contract for theimplementation of the Partnership Agreement, concluded on 31 May1999, between AFN and Alcatel, for the supply and services relatingto the wireless local loop, digital switches, optic fibres cableand the GSM equipments;

the document of 28July 1999, by which AFN, with the OPTB’s consent, transferredto Titan Corporation the totality of its rights and duties arisingfrom the Partnership Agreement and from the supply and servicescontract above mentioned, dated 31 May 1999.

The situation of theGSM network, anticipated by the BCT on the day of signing of theinstant protocol is as follows:

the equipments ofphase I and II of this network, stipulated in article 5.2 of theBCT, were installed by Alcatel, received by Titan and areoperational; the network serves 68,000 subscribers though it wasconceived and installed for a nominal announced capacity of 20,000subscribers, carried to 50,000 subscribers and forced at 70,000subscribers;

the immediateextension of this GSM network therefore proves urgent for the BCTtaking into account of a more and more competitiveenvironment.

With the aim ofsolving their dispute relating to the pricing of the investmentconstituted by the VSAT stipulated in article 5.1 of the BCT, theirconception, their installation and their rendering into service,the OPTB and Titan have defined technical specifications andspecification of technical acceptance for the rendering intocommercial service of the VSAT.

Titan Corporation andTitan Africa estimate that their contractual obligations werecorrectly fulfilled and that the BCT or the OPTB owe them differentsums against the finance of the VSAT, the expenses for theexploitation of the project for the years 2000 and 2001 (the“OPEX”) as well as the technical assistance fees ( the“Frais de gestion” or “Managementfees”).

The OPTBestimates that its contractual obligations were correctly fulfilledand that the BCT or Titan owe it different sums against themoveable or immoveable property contributed by the OPTB to theBCT.

Titan has engaged,since November 2002, as much in Benin as in France and in Monaco,different legal actions as well as an international arbitrationprocedure (the “Current Procedures”).  The OPTBdefended itself in the totality of the Current Procedures andopposed Titan’s counter claims.

During thenegotiations lead between the parties in 2003, the OPTB paid theBCT the necessary sums to allow the payment of four and a halfmillion US Dollars ( 4,500,000 USD) by the BCT, on 20 March and 26July 2003, to Titan Corporation and Titan Africa, which theyaccepted for part payment of Titan’s rights on the BCT whichwere fixed at a lump sum of  twenty nine and a half million USDollars (29,500,000 USD) resulting from the negotiations leadbetween the parties at Cotonou, on 6 and 7 May 2003, in the minutesresulting from it (the “Minutes of May 2003”). The Minutes of  May 2003 has also fixed at eleven million USDollars (11,00,000 USD), from which sum of the incomes frominterconnection shall be deducted in accordance with item 1-B) ofthe Minutes of May 2003, the rights of the OPT on theBCT.

The item 3-B) of theMinutes of May 2003 anticipates the conclusion of the instantprotocol.

In order to solvetheir disputes finally, the parties got together to conclude theinstant protocol.

This beingstated, it is hereby agreed that:

**Article 1-      Subject matter**

The instantprotocol of which the preamble and the annexes are an integralpart, has for object :

to solve the disputesmentioned in the Minutes of May 2003, that is to say, the paymentof the debts of the BCT towards Titan, the payment of the debts ofBCT towards the OPTB, the extension of the GSM network and therefinancing of the BCT;

the transfer to theOPTB of the ownership, the management and the operation of theequipments and services carried out under the BCT, by expressdispensation to article 10 of the BCT;

the permanent end ofthe Current Procedures and the litigations between theparties;

the amicablemodification of the BCT.

**Article 2-      The effects of the amicable modificationof the BCT**

On the day ofcarrying out of the latest (in time) of the conditions precedentstipulated in article 3 hereunder, the BCT shall be modified byautomatically to produce henceforth the followingeffects:

transfer to the OPTBof the ownership, the management and the operation of theequipments and services carried out under the BCT, by expressdispensation to article 10 of the BCT;

transfer to the OPTBof the totality of the assets of the BCT and the totality of the liabilities of the BCT, except all the liabilities of Titan orits subsidiaries or its associated structures or persons, it beingprecised that:

all the liabilitiesrelating to the installation and the rendering into service of theVSAT equipments and arisen before this transfer, are excluded fromthese transferred liabilities;

all the liabilitiesborne or to be borne by Titan and resulting from the contentiousactions engaged by third parties before this transfer and, inparticular, the charges, expenses, outlay and costs resulting fromthe procedure engaged by Alcatel against Titan having the reference“ICC Case no. 12388/MS Alcatel CIT Vs. Titan”, areexcluded from these transferred liabilities;

the liabilitiesresulting from an action of Titan taken in the only interest of theBCT before the transfer under the contractual obligations of Titan,arisen from the management of the business of the BCT, for thecarrying out and/or the exploitation of the infrastructures of theBCT (other than the VSAT), except for misconduct, fraud ornegligence on the part of Titan, and in particular, the contractualdebt with regard to Alcatel under the contract for theimplementation of the Turnkey System Purchase Agreement concludedon 8 August 1999 between Titan Corporation and Alcatel, areincluded in these transferred liabilities.  Consequently, theOPTB shall take the direction of the defence or the trial and shallsubstitute Titan for all the claims made by third parties againstTitan subject to (i) they are founded exclusively on thecontractual obligations related directly to the BCT and that theydo not result from a misconduct, fraud or negligence on the part ofTitan; (ii) Titan has, on good faith, immediately and completelyinformed the OPTB about all legal actions of this nature and fullyco-operates with the OPTB for dealing with these legal actions. Ifsuch legal actions occur, the expenses, charges and costs whichwould result from it for the OPTB shall be included in the chargesof the BCT mentioned in article 7(ii) of the instant protocol, andshall be deducted from the incomes of the BCT for calculating thenet income to be shared.

 

the sharing of theincomes in accordance with the article 7 hereunder;

authorisation for theOPTB to proceed on the accounts of the BCT, notably on theDomiciliation Account stipulated by the Existing Facility, to allnecessary operations for the fulfilment of the conditions precedentstipulated in article 3 hereunder;

permanent end of theCurrent Procedures and respective waivers stipulated in article 6hereunder.

**Article 3-      Conditions precedent for the amicablemodification of the BCT**

The amicablemodification of the BCT shall be effective and shall enter intoforce on the day of the fulfilment of the latest (in time) of thefollowing conditions precedent :

joint appointment bythe OPTB and Titan of a bank in charge of financing or of gettingfinanced the operations stipulated by the instant protocol (the“Mediating Bank”), by a joint mandate which shall betaken by the OPTB alone on the day of payment to Titan of the sumstipulated in article 5 hereunder; and

payment to Titan ofthe sum stipulated in article 5 hereunder; and

conclusion between theOPTB and Titan of the Agreement on the Sharing of the Net Revenueof the BCT stipulated in article 7 hereunder; and

conclusion of anamendment to the Existing Facility, of the one part to make theOPTB succeed Titan in the rights and duties of Titan established inthis contract and to take into account the modification of the BCT,in particular, for as far as the Domiciliation Account anticipatedby the Existing Facility is concerned and, of the other part to fixthe attributions of the Mediating Bank under the Existing Facility;and

rendering into serviceand acceptance of the VSAT, in accordance with the annex 2 of theinstant protocol and with the initial technical specifications ofthe SCPC system (after modification of the DAMA system) (the“Technical Specifications of the VSAT”) and to thespecifications for the technical acceptance of the VSAT (the“Specifications for the Technical Acceptance of theVSAT”), figuring in annex 1 of the instant protocol, it beingprecised that this condition precedent is stipulated in theinterest of the OPTB only who could renounce it at its owndiscretion.

**Article 4– Immediate effects of the signing of the instantprotocol**

The OPTB andTitan agree that the mere fact of signing of the instant protocolshall have the following immediate effects, independently of thefulfilment of the conditions precedent stipulated in article 3 hereabove:

delegation of theOPTB, by agreement between the parties to the BCT, on one hand inthe payment to Titan of the sum stipulated in the article 5hereunder and on the other hand, in the payment to the OPTB of thesum stipulated in item 1-B) of the Minutes of May 2003;

authorisation for theOPTB to take all the preparatory measures for the carrying out ofthe extension operations of the GSM network;

prorogation of thesuspension of all the Current Procedures till the day of transferstipulated in article 2-(i) here above.

**Article 5– Payment of the total debts of the BCT towardsTitan**

The partiesagree that the balance of the total debts of the BCT towards Titancomes to a global, lump sum and final amount of  twenty fivemillion US Dollars (25,000,000 USD).

This amountof twenty five million US Dollars (25,000,000 USD) shall be paid toTitan in the following manner :

before 26 September2003, payment of the amount of eleven million US Dollars(11,000,000 USD) to Titan;

before 31 October2003, payment of the amount of fourteen million US Dollars(14,000,000 USD) to Titan subject to the conditions laid in theannex 2 of the instant protocol;

the amounts mentionedin (i) and (ii) shall be paid to Titan only on the account named byTitan to the OPTB before the payment.

Against thepayment of the amount of eleven million US Dollars (11,000,000 USD)stipulated in (i) of this article, Titan shall give to the OPTB itsirrevocable commitment to proceed on the day of the payment of theamount of fourteen million US Dollars (14,000,000 USD) stipulatedin (ii) of this article (subject to the conditions laid in annex 2of the instant protocol) and subject to the fulfilment of theconditions mentioned in article 3 of the instant protocol, to thetransfer of the ownership, the management and the operation of allthe equipments and services carried out under the BCT, by expressdispensation of the article 10 of the BCT.

**Article 6-      End of the Current Procedures– Reciprocal waivers**

The amicablemodification of the BCT mentioned in article 2 here above shallhave the following immediate effects:

permanent end of allthe Current Procedures by withdrawal of all actions andproceedings, each party retaining the responsibility of paying itsfees, expenses, outlay and costs which will it have incurred. However, Titan retains exclusively the charge of the expenses andfees of the arbitral tribunal and the administrative costs ofarbitration which will be billed by the secretariat of thearbitration court of the international chamber ofcommerce;

permanent end of thedisputes and litigations having existed or existing between theparties under the BCT and/or the Existing Facility and/or thePrevious Contracts;

permanent andirrevocable waiver by each of the parties,  with respect tothe other parties of all claims and all past and present actions,notably judicial actions, throughout the world, for all reasonsarisen out of  these disputes or litigations or of theconclusion or implementation of the BCT and/or the ExistingFacility and/or the Previous Contracts. In particular, TitanCorporation and Titan Africa waive, permanently and irrevocably,all claims and actions, directly or indirectly based on the“Summary of amendments to the Build, Co-operate and Transfer(BCT) contract for a telecommunications network between the Officedes Postes & Telecommunications du Bénin and the TitanCorporation” bearing the date 25 June 2001 (the“Summary of 2001”) or on the conditions of itsmaking.

**Article 7-      Agreement on the Sharing of the Net Revenue of the BCT**

The partiesagree to conclude an agreement determining their respective rightson the net income from the commercial exploitation of theinfrastructures of the BCT as they exist on the day of fulfilmentof the conditions precedent stipulated in article 3 here above,after the reception of the VSAT pronounced pursuant to annex 1 ofthe instant protocol (the “**Agreement on the Sharing of theNet Revenue of the BCT**”).

****

  TheAgreement on the Sharing of the Net Revenue of the BCT shall beconcluded according to the following conditions :

Duration: asstipulated in articles 13.2.1, 13.2.2 and 13.2.3 of the BCT tillfive years following the reimbursement of the Existing Facility,which shall be deemed to have taken place on 30 September2006.

Basis of assessment:net revenue from the exploitation of the infrastructures of theBCT:

a) revenuesfrom the GSM as they exist for the total number of existing clientson the day of fulfilment of the conditions precedent stipulated inarticle 3 here above; b) the commutation revenues from thesubscribers of the BCT up to the level of the installed capacity ofthe two switches on the day of fulfilment of the conditionsprecedent stipulated in article 3 here above; c) revenues from thefiber optic  up to the level of capacity of the fibre networkon the day of fulfilment of the conditions precedent stipulated inarticle 3 here above as well as the revenues from the VSAT comingfrom the clients of the BCT to the point of complete development ofthe VSAT system in accordance with the Technical Specifications ofthe VSAT and with the annex 2 of the instant protocol, and d)revenues coming from the billings of the interconnection Libercomat the rates as on the day of fulfilment of the conditionsprecedent stipulated in article 3 here above.

It isprecised that for the determination of this net revenue, thefollowing must be considered as the revenues of he BCT:

the incomes resultingfrom the exploitation of Libercom, including those resulting fromthe interconnection and which are fixed after the exchange of theaccounts with the telecommunications operators other than the OPTBusing the infrastructures installed under the BCT;

the commercial incomesresulting from the rendering into service of the switches  ofSavalou and Parakou and which are exclusively related to theincrease in the number of the subscribers and the volume of thetraffic generated by the rendering into service of these switchesunder the BCT.  The parties recognize that the part of theseincomes corresponding to the amount that the OPTB perceived beforethe rendering into service of the switches of Savalou and Parakouunder the BCT or to amount that the OPTB shall perceive from theinvestments which it shall carry out after the transfer of theownership of the infrastructures, do not constitute the revenues ofthe BCT, as these parts go exclusively to the OPTB;

the incomes resultingform the leasing of the optic fibre;

the incomes resultingfrom the exploitation of the VSAT equipments;

the incomes resultingfrom the exploitation of the GSM in the perimeter anterior to itsextension carried out by the OPTB following the transfer of theownership of the infrastructures of the BCT stipulated in theinstant protocol, excluding the incomes resulting from allinvestments made by the OPTB after this transfer ofownership.

All thecharges affecting the considered infrastructures shall be deductedfrom these revenues of the BCT (subject to the applicable periodsfor the paying off of the charges as determined in the Agreement onthe Sharing of the Net Revenue of the BCT), amongst which:

the charges resultingfrom the paying off of the Existing Facility mobilised for thefinancing of these infrastructures as defined in the annex 3 of theinstant protocol;

the charges resultingfrom the paying off of the bridging loan granted by the Belgolaisebank to the OPTB (the “Belgolaise Facility”) as definedin the annex 3 of the instant protocol;

the charges resultingfrom the paying off of the supplier-credit consented byALCATEL;

the charges resultingfrom the paying off of the twenty five (25) million US Dollars thatthe OPTB will have to call for to pay TITAN;

the charges resultingfrom the paying off of the eleven million US Dollars (11,000,000USD) in the conditions stipulated in the item 1-B) of the Minutesof May 2003 to pay the OPTB;

the charges resultingfrom the functioning, exploitation, upkeep and maintenance of theservices and of the equipments of the BCT commonly billed on aquarterly basis by the OPTB;

the charges resultingfrom the taxes and levies of all nature to the exploitation of theinfrastructures of the BCT;

Rate: By dispensationto the articles 13.2.1, 13.2.2 and 13.2.3 of the BCT, after thereimbursement of the Existing Facility and the Belgolaise Facility,the net revenues of the BCT shall be shared to the extent of sixtypercent (60%) for the OPTB and forty percent (40 %) forTitan.

Verification: jointestablishment of the list and the periodicity of the finance andaccounts information which should be communicated by the OPTB toTitan, on the costs of the OPTB; Titan reserves to itself the rightto get periodic verifications and certifications executed by anindependent auditor named by Titan and on its costs on a listjointly made by the parties in the Agreement on the Sharing of theNet Revenue of the BCT; verification by the MediatingBank.

Payment : the paymentof the respective shares of the Net Revenue of the BCT shallintervene according to a periodicity to be defined in the Agreementon the Sharing of the Net Revenue and which shall not be more thaneighteen (18) months.

**Article 8-      Transition and technical assistancecontract**

The partiesagree for a transition period of three (3) months from the day ofthe transfer of the infrastructures of the BCT to the OPTB. Duringthis period, Titan shall ensure the OPTB the communication of information, data and the necessary training to ensure theresumption and the maintenance of the totality of the exploitationof the infrastructures transferred as well as the transfer of theguarantees detained by Titan on these infrastructures.  Inreturn of these actions, Titan shall receive for each monthexclusively a remuneration of an amount equal to that stipulated onmonthly basis for the Opex prior to the transfer.

After thistransition period, the parties agree to study the nature, theconsistence and the price of the provision of the services by Titanto the OPTB for the follow up and the technical assistance that theOPTB might ask Titan following the transfer to the OPTB of theownership, the management and the operation of all the equipmentsand services carried out under the BCT.

**Article 9-      Applicable law**

The instantprotocol is exclusively governed by the Beninese Law.

**Article 10-    Settling of disputes and arbitrationclause**

The OPTB, ofthe one part and Titan Corporation and Titan Africa of the otherpart, agree to compulsorily seek an amicable settlement to alldisputes that could arise from the instant protocol.

By expressamendment of the article 17 of the BCT, all disputes arising out ofor in connection with the present protocol, or, more generally,from the contractual relations between the parties, shall befinally settled under the rules of arbitration of the internationalchamber of commerce by  an arbitral tribunal constituted ofthree arbitrators appointed in accordance with theserules.

The place ofarbitration is fixed at Paris (France).

The languagesof the arbitration procedure are French and English.  Eachparty to the arbitration can express himself indifferently for theoral stage of the procedure and for the written stages, either inFrench or in English on its choice, without a translation in theother language be insisted upon. The documents can also be producedin French or in English without being accompanied by a translationin the other language.  On the contrary, the documents whichwould be produced in a language other than French or English, willhave to be, in any event, translated in French orEnglish.

The partiesagree expressly that the instant arbitration clause replaces, fromthe signing of the instant protocol, the one stipulated in article17 of the BCT.

**Article 11-    Transactional agreement**

The instantprotocol is equivalent to a transaction in the sense of the clausesof the articles 2044.  Consequently, it has the power of thejudged matter between the parties, on the last resort, inaccordance with the provisions of article 2052 of the civilcode.

**Article 12-    Notifications**

Allnotification or correspondence under the instant protocol shall bevalidly carried out by personal delivery against receipt, or byregistered letter asking for an acknowledgement, or by fax to thefollowing addresses :

for theOPTB

address ofthe head office and the postal address

CommercialZone “Ganhi”, 01 BP 5959, Cotonou, Republic of Benin,addressed to the Managing Director, fax (00)-(229)-(31.75.55)(addressed to the Managing Director).

for TitanCorporation

address ofthe head office and the postal address

3033 SciencePark Road, San Diego, California, 92121 (United States of America),addressed to the Chairman and CEO, fax (00)-(1) (858) 552-9651(addressed to the Chairman and CEO).

for TitanAfrica

address ofthe head office and the postal address

3033 SciencePark Road, San Diego, California, 92121 (United States of America),addressed to the Chairman and CEO, fax (00)-(1) (858) 552-9651(addressed to the Chairman and CEO).

**Article 13-    Coming into force**

The instantprotocol shall come into force on its signing by theparties.

On the dateof the effect of the amicable modification of the BCT defined inarticle 3 here above (except for the immediate effects stipulatedin article 4 here above and except for the modification of article17 of the BCT stipulated in article 10 here above which will comeinto force from the signing of the instant protocol), thestipulations of the instant protocol shall prevail over all thecontrary or incompatible terms of all other contracts or unilateralengagement linking the parties or one of them, in particular of theBCT (including in the absence of a specific mention of theconcerned articles of the BCT).

**Article 14-    Number of original copies and registration orauthentication**

The instantprotocol is established and signed in one French version and oneEnglish version in four (4) original copies for both the versions.  In case of difference between these versions, only theFrench version shall be relied upon.

The instantprotocol can be submitted to the registration formalities in Beninor to the formality to be registered in the original records of anotary, at the diligence of the party who would wish to proceedwith these formalities and on its own costs.

Cotonou,... September 2003
|   /s/SABISOUMANOU SANI                        |
|---------------------------------------------------------|
|                                                         |
| FOR THEOFFICE DES POSTES ET TELECOMMUNICATIONS DU BENIN |
| SabiSoumanou Sani, Managing Director                    |
|                                               |
|                                               |  |  |
|   /s/ OWENS ALEXANDER                         |  |   /s/ OWENS ALEXANDER |
|                                                         |  |  |
| FOR THETITAN CORPORATION                                |  | FOR TITANAFRICA INC. |
| OwensAlexander                                          |  | OwensAlexander |
| Senior VicePresident                                    |  | Presidentand Chief Executive Officer. |

TRANSLATION / L.L.

AGREEMENT ON RECTIFICATION OF DATES CONTAINED IN THEPROTOCOLE D’ACCORD CADRE BETWEEN OPTB AND TitanCorporation

Between:

The Officedes Postes et Télécommunications duBénin,

publicestablishment of industrial and commercial type under Beninese law,having its headquarters in Cotonou, zone commerciale« Ganhi », 01 BP 5959, represented by itsGeneral Director, Mr. Sabi Soumanou Sanni, duly authorized forpurposes of this document, according to the resolutions of theBoard of Directors held on August 20, 2003,

hereaftercalled “OPTB”;

of thefirst part:

And

Actingjointly in regards this document:
    - The TitanCorporation,

Delawarecompany (United States of America), having its headquarters at 3033Science Park Road, San Diego, California 92121 (U.S.), representedby its Senior Vice President, Mr. Owens F. Alexander, dulyauthorized for purposes of this document,

Hereaftercalled “**Titan Corporation**”, or collectively withTitan Africa Inc., **“Titan”**;
    - TitanAfrica Inc.,

Delawarecompany (United States), having its headquarters at 3033 SciencePark Road, San Diego, California 92121 (U.S.), represented by itsSenior Vice President, Mr. Owens F. Alexander, duly authorized forpurposes of this document,

Hereaftercalled: **“Titan Africa”** or, collectively withTitan Corporation: **“Titan”**’

of thesecond part.

**THEFOLLOWING WAS PREVIOUSLY STATED:**
    - OPTB, on theone hand and, on the other hand, Titan Corporation and Titan Africahave established the terms of a “protocole d’accordcadre concerning amicable modification of the contract ofconstruction, co-operation and transfer of a telecommunicationsnetwork concluded August 17, 1999” (the **Protocoled’Accord**).
    - Article 5(i) of the Protocole d’Accord stipulates, in substance, thatbefore September 26, 2003, the amount of USD fourteen million (14000 000 USD) will be paid to Titan.
    - Article 5(ii) of the Protocole d’Accord stipulates, in substance, thatbefore October 31, 2003, the amount of USD fourteen million (USD 14000 000) will be paid to Titan subject to conditions set in annex 2of the Protocole
    - Because of agap between the initialing date of the Protocole and its actualsignature, the parties have come together to conclude thisAgreement on rectification of the referenced dates mentionedabove.

Article1: Date of first payment to Titan.

The date ofSeptember 26, 2003 contained in the Protocole d’Accord forpayment to Titan of the sum of eleven million dollars US (USD 11000 000) becomes henceforth November 7, 2003.

Article2: Date of second payment to Titan.

The date ofOctober 31, 2003, contained in the Protocole d’Accord for thepayment to Titan of the sum of fourteen million US dollars (USD 14000 000) becomes henceforth November 28, 2003.

Article3: Validity

ThisAgreement will become valid on signature by the parties.

Article4:   Effect

From thisdate, only the dates indicated in this agreement will prevail overthose contained in Article 5 of the Protocoled’Accord.

Signed onOctober 30, 2003.

ForOPTB:

S. Sanni,General Director

For TitanCorporation:

For TitanAfrica:

ACCORDPORTANT RECTIFICATION DES DATES CONTENUES DANS LE PROTOCOLED’ACCORD CADRE ENTRE L’OPTb ET TITAN

Entre  :

**L’Office des postes ettélécommunications du Bénin**,

établissement public àcaractère industriel et commercial de droit béninois,ayant son siège à Cotonou, zone commerciale« Ganhi », 01 BP 5959,représenté par son directeur général,Monsieur Sabi Soumanou Sanni, dûment habilité aux finsdes présentes, conformément aux résolutions duConseil d'Administration tenu le 20 août 2003,

ci-après dénommé :« **OPTB** » ;

depremière part,

Et 

agissantsolidairement aux fins des présentes :

1.        **The TitanCorporation**,

société de droit del’État du Delaware (États-Unisd’Amérique), ayant son siège social au 3033,Science Park Road, San Diego, Californie, 92121 (États-Unisd’Amérique), représentée par son seniorvice-président, Monsieur Owens F. Alexander, dûmenthabilité aux fins des présentes,

ci-après dénommée :« **Titan Corporation ** » ou,collectivement avec Titan Africa Inc. :« **Titan** » ;

2.        **Titan Africa Inc**.,

société de droit del’État du Delaware (États-Unisd’Amérique), ayant son siège social au 3033,Science Park Road, San Diego, Californie, 92121 (États-Unisd’Amérique), immatriculée le 16 décembre1998, représentée par son président-directeurgénéral, Monsieur Owens F. Alexander, dûmenthabilité aux fins des présentes,

ci-après dénommée :« **Titan Africa** » ou, collectivementavec Titan Corporation :« **Titan** »;

de secondepart.

****

**Il aété préalablement exposé ce quisuit**** :**

L’OPTB,d’une part et, d’autre part, Titan Corporation et TitanAfrica ont arrêté les termes d’un« protocole d’accord-cadre portant modificationamiable du contrat de construction, de co-exploitation et detransfert d’un réseau detélécommunications conclu le 17 août1999 » (le « **Protocole d’Accord** »).

L’article 5 (i)du Protocole d’Accord stipule, en substance, qu’avantle 26 septembre 2003, la somme de onze millions de dollars US(11.000.000 USD) sera réglée àTitan.

L’article 5(ii) du Protocole d’Accord stipule, en substance,qu’avant le 31 octobre 2003, la somme de quatorze millions dedollars US (14.000.000 USD) sera réglée àTitan sous réserve des conditions fixées àl’annexe 2 au Protocole.

En raison dudécalage entre la date de paraphe du Protocole et de sasignature effective, les parties se sont rapprochées pourconclure le présent Accord portant rectification desditesdates sus – énoncées.

Article1er :          Date du 1erpaiement à Titan  

  Ladate du 26 septembre 2003 contenue dans le Protocole d’Accordpour le règlement à Titan de la somme de onzemillions de dollars US (11.000.000 USD) devient désormais le 7 Novembre 2003.

Article  2   :          Date du2ème paiement à Titan

La date du 31 octobre2003, contenue dans le Protocole d’Accord pour lerèglement à Titan de la somme de quatorze millions dedollars US (14.000.000 USD) devient désormais le 28 Novembre2003.

Article3 :  Entrée en vigueur

Le présent Accordentrera en vigueur à sa signature par lesparties.

Article4 :   Effet

A compter de cette date,seules les dates indiquées dans le présent accordprévaudront sur celles contenues dans l’article 5 duProtocole d’Accord. 

Faità  Octobre le  30 2003.
|   /s/SABI SOUMANOU SANI                                     |
|-----------------------------------------------------------------------|
|                                                                       |
| FOR THEOFFICE DES POSTES ET TELECOMMUNICATIONS DU BENIN               |
| SabiSoumanou Sani, Managing Director                                  |
|                                                             |
|   **Fait à  San Diego le  20 octobre2003** |  |  |
|   /s/ OWENS ALEXANDER                                       |  |   /s/ OWENS ALEXANDER |
|                                                                       |  |  |
| FOR THETITAN CORPORATION                                              |  | FOR TITANAFRICA INC. |
| OwensAlexander                                                        |  | OwensAlexander |
| Senior VicePresident                                                  |  | Presidentand Chief Executive Officer. |

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