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**EXECUTIVE AGREEMENT**

AGREEMENT, dated as of the20th day of August, 2003 (this "Agreement"), by and between TheTitan Corporation, a Delaware corporation (the "Company"), and MarkW. Sopp (the "Executive").

WHEREAS, the Board ofDirectors of the Company (the "Board"), has determined that it isin the best interests of the Company and its stockholders to assurethat the Company will have the continued dedication of theExecutive, notwithstanding the possibility, threat or occurrence ofa Change of Control (as defined herein).  The Board believesit is imperative to diminish the inevitable distraction of theExecutive by virtue of the personal uncertainties and risks createdby a pending or threatened Change of Control and to encourage theExecutive's full attention and dedication to the current Companyand in the event of any threatened or pending Change of Control,and to provide the Executive with compensation and benefitsarrangements upon a Change of Control that ensure that thecompensation and benefits expectations of the Executive will besatisfied and that are competitive with those of othercorporations. Therefore, in order to accomplish these objectives,the Board has caused the Company to enter into thisAgreement.

NOW, THEREFORE, IT ISHEREBY AGREED AS FOLLOWS:

**Section1.**       **Certain Definitions**.  (a) "Effective Date" meansthe first date during the Change of Control Period (as definedherein) on which a Change of Control occurs.  Notwithstandinganything in this Agreement to the contrary, if a Change of Controloccurs and if the Executive's employment with the Company isterminated prior to the date on which the Change of Control occurs,and if it is reasonably believed by the Executive that suchtermination of employment (1) was at the request of a third partythat has taken steps reasonably calculated to effect a Change ofControl or (2) otherwise arose in connection with or anticipationof a Change of Control, then "Effective Date" means the dateimmediately prior to the date of such termination ofemployment.

(b)       "Change of Control Period" means the period commencing on the datehereof and ending on the third anniversary of the date hereof;*provided, however*, that, commencing on the date one yearafter the date hereof, and on each annual anniversary of such date(such date and each annual anniversary thereof, the "RenewalDate"), the Change of Control Period shall be automaticallyextended so as to terminate three years from such RenewalDate.

(c)       "Affiliated Company" means any company controlled by, controllingor under common control with the Company.

(d)       "Change of Control" means:

(1)        Theacquisition by any individual, entity or group (within the meaningof Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of1934, as amended (the "Exchange Act")) (a "Person") of beneficialownership (within the meaning of Rule 13d-3 promulgated under theExchange Act) of 20% or more of either (A) the then-outstandingshares of common stock of the Company (the "Outstanding CompanyCommon Stock") or (B) the combined voting power of thethen-outstanding voting securities of the Company entitled to votegenerally in the election of directors (the "Outstanding CompanyVoting Securities"); *provided, however*, that, for purposesof this Section 1(d), the following acquisitions shall notconstitute a Change of Control:  (i) any acquisition directlyfrom the Company, (ii) any acquisition by the Company, (iii) anyacquisition by any employee benefit plan (or related trust)sponsored or maintained by the Company or any affiliated company or(iv) any acquisition by any corporation pursuant to a transactionthat complies with Sections 1(d)(3)(A), 1(d)(3)(B) and1(d)(3)(C).

(2)       Individuals who, as of the date hereof, constitute the Board (the"Incumbent Board") cease for any reason to constitute at least amajority of the Board; *provided, however*, that anyindividual becoming a director subsequent to the date hereof whoseelection, or nomination for election by the Company's stockholders,was approved by a vote of at least a majority of the directors thencomprising the Incumbent Board shall be considered as though suchindividual were a member of the Incumbent Board, but excluding, forthis purpose, any such individual whose initial assumption ofoffice occurs as a result of an actual or threatened electioncontest with respect to the election or removal of directors orother actual or threatened solicitation of proxies or consents byor on behalf of a Person other than the Board.

(3)       Consummation of a reorganization, merger, consolidation or sale orother disposition of all or substantially all of the assets of theCompany (a "Business Combination"), in each case, unless, followingsuch Business Combination, (A) all or substantially all of theindividuals and entities that were the beneficial owners of theOutstanding Company Common Stock and the Outstanding Company VotingSecurities immediately prior to such Business Combinationbeneficially own, directly or indirectly, more than 60% of thethen-outstanding shares of common stock and the combined votingpower of the then-outstanding voting securities entitled to votegenerally in the election of directors, as the case may be, of thecorporation resulting from such Business Combination (including,without limitation, a corporation that, as a result of suchtransaction, owns the Company or all or substantially all of theCompany's assets either directly or through one or moresubsidiaries) in substantially the same proportions as theirownership immediately prior to such Business Combination of theOutstanding Company Common Stock and the Outstanding Company VotingSecurities, as the case may be, (B) no Person (excluding anycorporation resulting from such Business Combination or anyemployee benefit plan (or related trust) of the Company or suchcorporation resulting from such Business Combination) beneficiallyowns, directly or indirectly, 20% or more of, respectively, thethen-outstanding shares of common stock of the corporationresulting from such Business Combination or the combined votingpower of the then-outstanding voting securities of suchcorporation, except to the extent that such ownership existed priorto the Business Combination, and (C) at least a majority of themembers of the board of directors of the corporation resulting fromsuch Business Combination were members of the Incumbent Board atthe time of the execution of the initial agreement or of the actionof the Board providing for such Business Combination; or

(4)       Approval by the stockholders of the Company of a completeliquidation or dissolution of the Company.

**Section2.**       **Employment Period.**  The Company hereby agrees tocontinue the Executive in its employ, subject to the terms andconditions of this Agreement, for the period commencing on theEffective Date and ending on the third anniversary of the EffectiveDate (the "Employment Period").  The Employment Period shallterminate upon the Executive's termination of employment for anyreason.

**Section3.**        **Termsof Employment.**  (a)  **Position andDuties.**  (1) During the Employment Period, (A) theExecutive's position (including status, offices, titles andreporting requirements), authority, duties and responsibilitiesshall be at least commensurate in all material respects with themost significant of those held, exercised and assigned at any timeduring the 120-day period immediately preceding the Effective Dateand (B) the Executive's services shall be performed at the officewhere the Executive was employed immediately preceding theEffective Date or at any other location less than 20 miles fromsuch office.

(2)       During the Employment Period, and excluding any periods of vacationand sick leave to which the Executive is entitled, the Executiveagrees to devote reasonable attention and time during normalbusiness hours to the business and affairs of the Company and, tothe extent necessary to discharge the responsibilities assigned tothe Executive hereunder, to use the Executive's reasonable bestefforts to perform faithfully and efficiently suchresponsibilities.  During the Employment Period, it shall notbe a violation of this Agreement for the Executive to (A) serve oncorporate, civic or charitable boards or committees, (B) deliverlectures, fulfill speaking engagements or teach at educationalinstitutions and (C) manage personal investments, so long as suchactivities do not significantly interfere with the performance ofthe Executive's responsibilities as an employee of the Company inaccordance with this Agreement.  It is expressly understoodand agreed that, to the extent that any such activities have beenconducted by the Executive prior to the Effective Date, thecontinued conduct of such activities (or the conduct of activitiessimilar in nature and scope thereto) subsequent to the EffectiveDate shall not thereafter be deemed to interfere with theperformance of the Executive's responsibilities to theCompany.

(b)       **Compensation.**  (1)  **BaseSalary.**  During the Employment Period, the Executiveshall receive an annual base salary and the highest car allowancethen in effect during the Change of Control Period (collectivelythe "Annual Base Salary") at an annual rate at least equal to 12times the highest monthly base salary (inclusive of car allowance)paid or payable, including any base salary that has been earned butdeferred, to the Executive by the Company and the affiliatedcompanies in respect of the 12-month period immediately precedingthe month in which the Effective Date occurs.  The Annual BaseSalary shall be paid at such intervals as the Company paysexecutive salaries generally.  During the Employment Period,the Annual Base Salary shall be reviewed at least annually,beginning no more than 12 months after the last salary increaseawarded to the Executive prior to the Effective Date.  Anyincrease in the Annual Base Salary shall not serve to limit orreduce any other obligation to the Executive under thisAgreement.  The Annual Base Salary shall not be reduced afterany such increase and the term "Annual Base Salary" shall refer tothe Annual Base Salary as so increased.

(2)       **Annual Bonus.**  In addition to the Annual BaseSalary, the Executive shall be awarded, for each fiscal year endingduring the Employment Period, an annual bonus (the "Annual Bonus")in cash at least equal to the Executive's highest bonus earnedunder the Company's Incentive Plan, or any comparable bonus underany predecessor or successor plan, for the last three full fiscalyears prior to the Effective Date (or for such lesser number offull fiscal years prior to the Effective Date for which theExecutive was eligible to earn such of bonus, and annualized in thecase of any bonus earned for a partial fiscal year) (the "RecentAnnual Bonus").  (If the Executive has not been eligible toearn such a bonus for any period prior to the Effective Date, the"Recent Annual Bonus" shall mean the Executive's target annualbonus for the year in which the Effective Date occurs.)  Eachsuch Annual Bonus shall be paid no later than the end of the thirdmonth of the fiscal year next following the fiscal year for whichthe Annual Bonus is awarded, unless the Executive shall elect todefer the receipt of such Annual Bonus.

(3)       **Incentive, Savings and Retirement Plans.**  Duringthe Employment Period, the Executive shall be entitled toparticipate in all cash incentive, equity incentive, savings andretirement plans, practices, policies, and programs applicablegenerally to other executives of the Company and the affiliatedcompanies, but in no event shall such plans, practices, policiesand programs provide the Executive with incentive opportunities(measured with respect to both regular and special incentiveopportunities, to the extent, if any, that such distinction isapplicable), savings opportunities and retirement benefitopportunities, in each case, less favorable, in the aggregate, thanthe most favorable of those provided by the Company and theAffiliated Companies for the Executive under such plans, practices,policies and programs as in effect at any time during the 120-dayperiod immediately preceding the Effective Date.

(4)       **Welfare Benefit Plans.**  During the EmploymentPeriod, the Executive and/or the Executive's family, as the casemay be, shall be eligible for participation in and shall receiveall benefits under welfare benefit plans, practices, policies andprograms provided by the Company and the Affiliated Companies(including, without limitation, medical, prescription, dental,disability, employee life, group life, accidental death and travelaccident insurance plans and programs) to the extent applicablegenerally to other executives of the Company and the AffiliatedCompanies, but in no event shall such plans, practices, policiesand programs provide the Executive with benefits that are lessfavorable, in the aggregate, than the most favorable of such plans,practices, policies and programs in effect for the Executive at anytime during the 120-day period immediately preceding the EffectiveDate.

(5)       **Expenses.**  During the Employment Period, theExecutive shall be entitled to receive prompt reimbursement for allreasonable expenses incurred by the Executive in accordance withthe most favorable policies, practices and procedures of theCompany and the affiliated companies in effect for the Executive atany time during the 120-day period immediately preceding theEffective Date.

(6)       **Fringe Benefits.**  During the Employment Period,the Executive shall be entitled to fringe benefits, including,without limitation, tax and financial planning services, payment ofclub dues, and, if applicable, use of an automobile and payment ofrelated expenses, in accordance with the most favorable plans,practices, programs and policies of the Company and the AffiliatedCompanies in effect for the Executive at any time during the120-day period immediately preceding the Effective Date.

(7)       **Office and Support Staff.**  During the EmploymentPeriod, the Executive shall be entitled to an office or offices ofa size and with furnishings and other appointments, and toexclusive personal secretarial and other assistance, at least equalto the most favorable of the foregoing provided to the Executive bythe Company and the Affiliated Companies at any time during the120-day period immediately preceding the Effective Date.

(8)       **Vacation**.  During the Employment Period, theExecutive shall be entitled to paid vacation in accordance with themost favorable plans, policies, programs and practices of theCompany and the Affiliated Companies as in effect for the Executiveat any time during the 120-day period immediately preceding theEffective Date.

**Section4.        Termination ofEmployment.**  (a)  **Death orDisability.** The Executive's employment shall terminateautomatically if the Executive dies during the EmploymentPeriod.  If the Company determines in good faith that theDisability (as defined herein) of the Executive has occurred duringthe Employment Period (pursuant to the definition of "Disability"),it may give to the Executive written notice in accordance withSection 11(b) of its intention to terminate the Executive'semployment.  In such event, the Executive's employment withthe Company shall terminate effective on the 30th day after receiptof such notice by the Executive (the "Disability Effective Date"),*provided* that, within the 30 days after such receipt, theExecutive shall not have returned to full-time performance of theExecutive's duties.  "Disability" means the absence of theExecutive from the Executive's duties with the Company on afull-time basis for 180 consecutive business days as a result ofincapacity due to mental or physical illness that is determined tobe total and permanent by a physician selected by the Company orits insurers and acceptable to the Executive or the Executive'slegal representative.

(b)       **Cause.**  The Company may terminate theExecutive's employment during the Employment Period forCause.  "Cause" means:

(1)        thewillful and continued failure of the Executive to performsubstantially the Executive's duties (as contemplated by Section3(a)(1)(A)) with the Company or any Affiliated Company (other thanany such failure resulting from incapacity due to physical ormental illness or following the Executive's delivery of a Notice ofTermination for Good Reason), provided that the Companydemonstrates that such failure has a material and injurious effecton the Company and provided, further, that a written demand forsubstantial performance is first delivered to the Executive by theBoard or the Chief Executive Officer of the Company thatspecifically identifies the manner in which the Board or the ChiefExecutive Officer of the Company believes that the Executive hasnot substantially performed the Executive's duties and theresulting material, injurious effect on the Company, or

(2)        thewillful engaging by the Executive in gross misconduct or theconviction of the Executive of a felony (such conviction havingbeen finally adjudicated without further appeal) that is materiallyand demonstrably injurious to the Company.

For purposes of thisSection 4(b), no act, or failure to act, on the part of theExecutive shall be considered "willful" unless it is done, oromitted to be done, by the Executive in bad faith or withoutreasonable belief that the Executive's action or omission was inthe best interests of the Company.  Any act, or failure toact, based upon authority given pursuant to a resolution dulyadopted by the Board or upon the instructions of the ChiefExecutive Officer of the Company or a senior officer of the Companyor based upon the advice of counsel for the Company shall beconclusively presumed to be done, or omitted to be done, by theExecutive in good faith and in the best interests of theCompany.  The cessation of employment of the Executive shallnot be deemed to be for Cause unless and until there shall havebeen delivered to the Executive a copy of a resolution duly adoptedby the affirmative vote of not less than three-quarters of theentire membership of the Board (excluding the Executive, if theExecutive is a member of the Board) at a meeting of the Boardcalled and held for such purpose (after reasonable notice isprovided to the Executive and the Executive is given anopportunity, together with counsel for the Executive, to be heardbefore the Board), finding that, in the good faith opinion of theBoard, the Executive is guilty of the conduct described in Section4(b)(1) or 4(b)(2), and specifying the particulars thereof indetail.

(c)       **Good Reason.**  The Executive's employment may beterminated by the Executive for Good Reason or by the Executivevoluntarily without Good Reason.  "Good Reason"means:

(1)        theassignment to the Executive of any duties inconsistent in anyrespect with the Executive's position (including status, offices,titles and reporting requirements), authority, duties orresponsibilities as contemplated by Section 3(a), or any otherdiminution in such position, authority, duties or responsibilities(whether or not occurring solely as a result of the Company'sceasing to be a publicly traded entity), excluding for this purposean isolated, insubstantial and inadvertent action not taken in badfaith and that is remedied by the Company promptly after receipt ofnotice thereof given by the Executive;

(2)        anyfailure by the Company to comply with any of the provisions ofSection 3(b), other than an isolated, insubstantial and inadvertentfailure not occurring in bad faith and that is remedied by theCompany promptly after receipt of notice thereof given by theExecutive;

(3)        theCompany ceasing to be a publicly traded company, or the Company'srequiring the Executive (i) to be based at any office or locationother than as provided in Section 3(a)(1)(B), (ii) to be based at alocation other than the principal executive offices of the Companyif the Executive was employed at such location immediatelypreceding the Effective Date, or (iii) to travel on Companybusiness to a substantially greater extent than requiredimmediately prior to the Effective Date;

(4)        anypurported termination by the Company of the Executive's employmentotherwise than as expressly permitted by this Agreement;or

(5)        anyfailure by the Company to comply with and satisfy Section10(c).

For purposes of thisSection 4(c), any good faith determination of Good Reason made bythe Executive shall be conclusive.  Anything in this Agreementto the contrary notwithstanding, a termination by the Executive forany reason whatsoever (or for no reason) pursuant to a Notice ofTermination given during the 30-day period immediately followingthe first anniversary of the Effective Date shall be deemed to be atermination for Good Reason for all purposes of thisAgreement.  The Executive's mental or physical incapacityfollowing the occurrence of an event described above in clauses (1)through (5) shall not affect the Executive's ability to terminateemployment for Good Reason.

(d)       **Notice of Termination.**   Any termination by theCompany for Cause, or by the Executive for Good Reason, shall becommunicated by Notice of Termination to the other party heretogiven in accordance with Section 11(b). "Notice of Termination"means a written notice that (1) indicates the specific terminationprovision in this Agreement relied upon, (2) to the extentapplicable, sets forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination of theExecutive's employment under the provision so indicated, and (3) ifthe Date of Termination (as defined herein) is other than the dateof receipt of such notice, specifies the Date of Termination (whichDate of Termination shall be not more than 30 days after the givingof such notice).  The failure by the Executive or the Companyto set forth in the Notice of Termination any fact or circumstancethat contributes to a showing of Good Reason or Cause shall notwaive any right of the Executive or the Company, respectively,hereunder or preclude the Executive or the Company, respectively,from asserting such fact or circumstance in enforcing theExecutive's or the Company's respective rightshereunder.

(e)       **Date of Termination.**  "Date of Termination"means (1) if the Executive's employment is terminated by theCompany for Cause, or by the Executive for Good Reason, the date ofreceipt of the Notice of Termination or any later date specified inthe Notice of Termination, (which date shall not be more than 30days after the giving of such notice), as the case may be, (2) ifthe Executive's employment is terminated by the Company other thanfor Cause or Disability, the Date of Termination shall be 30 daysafter the date on which the Company notifies the Executive of suchtermination, and (3) if the Executive's employment is terminated byreason of death or Disability, the Date of Termination shall be thedate of death of the Executive or the Disability Effective Date, asthe case may be.

**Section5.        Obligations of theCompany upon Termination.**  (a)  **GoodReason; Other Than for Cause, Death or Disability.** If, during the Employment Period, the Company terminates theExecutive's employment other than for Cause or Disability or theExecutive terminates employment for Good Reason:

(1)        theCompany shall pay to the Executive, in a lump sum in cash on theDate of Termination the aggregate of the followingamounts:

(A)      the sum of (i) the Executive'sAnnual Base Salary through the Date of Termination to the extentnot theretofore paid, (ii) the product of (x) the higher of (I) theRecent Annual Bonus and (II) the Annual Bonus paid or payable,including any bonus or portion thereof that has been earned butdeferred (and annualized for any fiscal year consisting of lessthan 12 full months or during which the Executive was employed forless than 12 full months), for the most recently completed fiscalyear during the Employment Period, if any (such higher amount, the"Highest Annual Bonus") and (y) a fraction, the numerator of whichis the number of days in the current fiscal year through the Dateof Termination and the denominator of which is 365, and (iii) anycompensation previously deferred by the Executive (together withany accrued interest or earnings thereon) and any accrued vacationpay, in each case, to the extent not theretofore paid (the sum ofthe amounts described in subclauses (i), (ii) and (iii), the"Accrued Obligations"); and

(B)      the amount equal to the product of(i) three and (ii) the sum of (x) the Executive's Annual BaseSalary and (y) the Highest Annual Bonus;

(2)        forthree years after the later of: (x) the Executive's Date ofTermination; or (y) expiration of the Executive's COBRA benefitsrights following the Executive's Date of Termination, (or suchlonger period as may be provided by the terms of the appropriateplan, program, practice or policy), the Company shall continuebenefits to the Executive and/or the Executive's family at leastequal to those that would have been provided to them in accordancewith the plans, programs, practices and policies described inSection 3(b)(4) if the Executive's employment had not beenterminated or, if more favorable to the Executive, as in effectgenerally at any time thereafter with respect to other peerexecutives of the Company and the affiliated companies and theirfamilies, *provided, however*, that, if the Executive becomesreemployed with another employer and is eligible to receive medicalor other welfare benefits under another employer provided plan, themedical and other welfare benefits described herein shall besecondary to those provided under such other plan during suchapplicable period of eligibility.  For purposes of determiningeligibility (but not the time of commencement of benefits) of theExecutive for retiree benefits pursuant to such plans, practices,programs and policies, the Executive shall be considered to haveremained employed until three years after the Date of Terminationand to have retired on the last day of such period;

(3)       all options that have previously been grantedto the Executive to acquire shares of the Company or any affiliateof the Company that have not previously been forfeited or exercisedshall vest and be exercisable in full and shall remain exercisablefor the remainder of their original terms;

(4)        theCompany shall, at its sole expense as incurred, provide theExecutive with outplacement services the scope and provider ofwhich shall be selected by the Executive in the Executive's solediscretion *provided,*   that the cost of suchoutplacement shall not exceed $100,000; and 

(5)        tothe extent not theretofore paid or provided, the Company shalltimely pay or provide to the Executive any other amounts orbenefits required to be paid or provided or that the Executive iseligible to receive under any plan, program, policy or practice orcontract or agreement of the Company and the Affiliated Companies(such other amounts and benefits, the "Other Benefits"). Notwithstanding anything to the contrary in this Agreement orotherwise:  (x) upon any Change in Control, the Executiveshall be deemed to have attained not less than six years of serviceand all rights and privileges under The Titan SupplementalRetirement Plan for Key Executives ("SERP") shall be deemed to be"vested" for all purposes; and (y) the SERP may not be amendedafter a Change in Control, or before a Change in Control but inanticipation thereof or at the request of a person seeking toeffectuate a Change in Control, in any manner that reduces thethen-existing account balances of the Executive or the rates ofinterest with which such account balances are credited.

(6)       all account balances under the Company’sdeferred compensation plan, or any successor thereto, shallimmediately and fully vest as of the Executive’s Date ofTermination and an amount equal to 120% of any amountforfeited underthe Company’s 401(k) planin connection Executive’s termination ofemployment. 

(b)       **Death**.  If the Executive's employment isterminated by reason of the Executive's death during the EmploymentPeriod, the Company shall provide the Executive's estate orbeneficiaries with the Accrued Obligations and the timely paymentor delivery of the Other Benefits, and shall have no otherseverance obligations under this Agreement.  The AccruedObligations shall be paid to the Executive's estate or beneficiary,as applicable, in a lump sum in cash within 10 days of the Date ofTermination.  With respect to the provision of the OtherBenefits, the term "Other Benefits" as utilized in this Section5(b) shall include, without limitation, and the Executive's estateand/or beneficiaries shall be entitled to receive, benefits atleast equal to the most favorable benefits provided by the Companyand the Affiliated Companies to the estates and beneficiaries ofpeer executives of the Company and the Affiliated Companies undersuch plans, programs, practices and policies relating to deathbenefits, if any, as in effect with respect to other peerexecutives and their beneficiaries at any time during the 120-dayperiod immediately preceding the Effective Date or, if morefavorable to the Executive's estate and/or the Executive'sbeneficiaries, as in effect on the date of the Executive's deathwith respect to other peer executives of the Company and theaffiliated companies and their beneficiaries.

(c)       **Disability**.  If the Executive's employment isterminated by reason of the Executive's Disability during theEmployment Period, the Company shall provide the Executive's estateor beneficiaries with the Accrued Obligations and the timelypayment or delivery of the Other Benefits, and shall have no otherseverance obligations under this Agreement.  The AccruedObligations shall be paid to the Executive in a lump sum in cash onthe Date of Termination.  With respect to the provision of theOther Benefits, the term "Other Benefits" as utilized in thisSection 5(c) shall include, and the Executive shall be entitledafter the Disability Effective Date to receive, disability andother benefits at least equal to the most favorable of thosegenerally provided by the Company and the Affiliated Companies todisabled executives and/or their families in accordance with suchplans, programs, practices and policies relating to disability, ifany, as in effect generally with respect to other peer executivesand their families at any time during the 120-day periodimmediately preceding the Effective Date or, if more favorable tothe Executive and/or the Executive's family, as in effect at anytime thereafter generally with respect to other peer executives ofthe Company and the Affiliated Companies and theirfamilies.

(d)       **Cause; Other Than for Good Reason.**  If theExecutive's employment is terminated for Cause during theEmployment Period, the Company shall provide to the Executive (1)the Executive's Annual Base Salary through the Date of Termination,(2) the amount of any compensation previously deferred by theExecutive, and (3) the Other Benefits, in each case, to the extenttheretofore unpaid, and shall have no other severance obligationsunder this Agreement.  If the Executive voluntarily terminatesemployment during the Employment Period, excluding a terminationfor Good Reason, the Company shall provide to the Executive theAccrued Obligations and the timely payment or delivery of the OtherBenefits, and shall have no other severance obligations under thisAgreement.  In such case, all the Accrued Obligations shall bepaid to the Executive in a lump sum in cash on the Date ofTermination.

**Section6.        Non-exclusivity ofRights. ** Nothing in this Agreement shallprevent or limit the Executive's continuing or future participationin any plan, program, policy or practice provided by the Company orthe Affiliated Companies and for which the Executive may qualify,nor, subject to Section 11(f), shall anything herein limit orotherwise affect such rights as the Executive may have under anyother contract or agreement with the Company or the affiliatedcompanies.  Amounts that are vested benefits or that theExecutive is otherwise entitled to receive under any plan, policy,practice or program of or any contract or agreement with theCompany or the Affiliated Companies at or subsequent to the Date ofTermination shall be payable in accordance with such plan, policy,practice or program or contract or agreement, except as explicitlymodified by this Agreement.  Notwithstanding the foregoing, ifthe Executive receives payments and benefits pursuant to Section5(a) of this Agreement, the Executive shall not be entitled to anyseverance pay or benefits pursuant to any employment agreement orother agreement or arrangement the Executive has with the Companyor under any severance plan, program or policy of the Company andthe Affiliated Companies.

**Section7.        FullSettlement.**  The Company's obligation to makethe payments provided for in this Agreement and otherwise toperform its obligations hereunder shall not be affected by anyset-off, counterclaim, recoupment, defense, or other claim, rightor action that the Company may have against the Executive orothers.  In no event shall the Executive be obligated to seekother employment or take any other action by way of mitigation ofthe amounts payable to the Executive under any of the provisions ofthis Agreement, and such amounts shall not be reduced whether ornot the Executive obtains other employment.  The Companyagrees to pay as incurred (within 10 days following the Company'sreceipt of an invoice from the Executive), to the full extentpermitted by law, all legal fees and expenses that the Executivemay reasonably incur as a result of any contest (regardless of theoutcome thereof) by the Company, the Executive or others of thevalidity or enforceability of, or liability under, any provision ofthis Agreement or any guarantee of performance thereof (includingas a result of any contest by the Executive about the amount of anypayment pursuant to this Agreement), plus, in each case, intereston any delayed payment at the applicable federal rate provided forin Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, asamended (the "Code").

**Section8.        Certain AdditionalPayments by the Company. **

(a)       Anything in this Agreement to the contrary notwithstanding andexcept as set forth below, in the event it shall be determined thatany Payment would be subject to the Excise Tax, then the Executiveshall be entitled to receive an additional payment (the "Gross-UpPayment") in an amount such that, after payment by the Executive ofall taxes (and any interest or penalties imposed with respect tosuch taxes), including, without limitation, any income taxes (andany interest and penalties imposed with respect thereto) and ExciseTax imposed upon the Gross-Up Payment, the Executive retains anamount of the Gross-Up Payment equal to the Excise Tax imposed uponthe Payments. Notwithstanding the foregoing provisions of thisSection 8(a), if it shall be determined that the Executive isentitled to the Gross-Up Payment, but that the Parachute Value ofall Payments do not exceed 110% of the Safe Harbor Amount, then noGross-Up Payment shall be made to the Executive and the amountspayable under this Agreement shall be reduced so that the ParachuteValue of all Payments, in the aggregate, equals the Safe HarborAmount.  The reduction of the amounts payable hereunder, ifapplicable, shall be made by first reducing the payments underSection 5(a)(i)(B), unless an alternative method of reduction iselected by the Executive, and in any event shall be made in such amanner as to maximize the Value of all Payments actually made tothe Executive.  For purposes of reducing the Payments to theSafe Harbor Amount, only amounts payable under this Agreement (andno other Payments) shall be reduced.  If the reduction of theamount payable under this Agreement would not result in a reductionof the Parachute Value of all Payments to the Safe Harbor Amount,no amounts payable under the Agreement shall be reduced pursuant tothis Section 8(a).  The Company's obligation to make Gross-UpPayments under this Section 8 shall not be conditioned upon theExecutive's termination of employment.

(b)       Subject to the provisions of Section 8(c), all determinationsrequired to be made under this Section 8, including whether andwhen a Gross-Up Payment is required, the amount of such Gross-UpPayment and the assumptions to be utilized in arriving at suchdetermination, shall be made by Ernst and Young, LLP, or such othernationally recognized certified public accounting firm as may bedesignated by the Executive (the "Accounting Firm").  TheAccounting Firm shall provide detailed supporting calculations bothto the Company and the Executive within 15 business days of thereceipt of notice from the Executive that there has been a Paymentor such earlier time as is requested by the Company.  In theevent that the Accounting Firm is serving as accountant or auditorfor the individual, entity or group effecting the Change ofControl, the Executive may appoint another nationally recognizedaccounting firm to make the determinations required hereunder(which accounting firm shall then be referred to as the AccountingFirm hereunder).  All fees and expenses of the Accounting Firmshall be borne solely by the Company.  Any Gross-Up Payment,as determined pursuant to this Section 8, shall be paid by theCompany to the Executive within 5 days of the receipt of theAccounting Firm's determination.  Any determination by theAccounting Firm shall be binding upon the Company and theExecutive.  As a result of the uncertainty in the applicationof Section 4999 of the Code at the time of the initialdetermination by the Accounting Firm hereunder, it is possible thatGross-Up Payments that will not have been made by the Companyshould have been made (the "Underpayment"), consistent with thecalculations required to be made hereunder.  In the event theCompany exhausts its remedies pursuant to Section 8(c) and theExecutive thereafter is required to make a payment of any ExciseTax, the Accounting Firm shall determine the amount of theUnderpayment that has occurred and any such Underpayment shall bepromptly paid by the Company to or for the benefit of theExecutive.

(c)        TheExecutive shall notify the Company in writing of any claim by theInternal Revenue Service that, if successful, would require thepayment by the Company of the Gross-Up Payment.  Suchnotification shall be given as soon as practicable, but no laterthan 10 business days after the Executive is informed in writing ofsuch claim.  The Executive shall apprise the Company of thenature of such claim and the date on which such claim is requestedto be paid.  The Executive shall not pay such claim prior tothe expiration of the 30-day period following the date on which theExecutive gives such notice to the Company (or such shorter periodending on the date that any payment of taxes with respect to suchclaim is due).  If the Company notifies the Executive inwriting prior to the expiration of such period that the Companydesires to contest such claim, the Executive shall:

(1)       give the Company any information reasonably requested by theCompany relating to such claim,

(2)       take such action in connection with contesting such claim as theCompany shall reasonably request in writing from time to time,including, without limitation, accepting legal representation withrespect to such claim by an attorney reasonably selected by theCompany,

(3)       cooperate with the Company in good faith in order effectively tocontest such claim, and

(4)       permit the Company to participate in any proceedings relating tosuch claim;

*provided,however*, that the Company shall bear and pay directlyall costs and expenses (including additional interest andpenalties) incurred in connection with such contest, and shallindemnify and hold the Executive harmless, on an after-tax basis,for any Excise Tax or income tax (including interest and penalties)imposed as a result of such representation and payment of costs andexpenses.  Without limitation on the foregoing provisions ofthis Section 8(c), the Company shall control all proceedings takenin connection with such contest, and, at its sole discretion, maypursue or forgo any and all administrative appeals, proceedings,hearings and conferences with the applicable taxing authority inrespect of such claim and may, at its sole discretion, eitherdirect the Executive to pay the tax claimed and sue for a refund orcontest the claim in any permissible manner, and the Executiveagrees to prosecute such contest to a determination before anyadministrative tribunal, in a court of initial jurisdiction and inone or more appellate courts, as the Company shall determine;*provided, however*, that, if the Company directs theExecutive to pay such claim and sue for a refund, the Company shalladvance the amount of such payment to the Executive, on aninterest-free basis, and shall indemnify and hold the Executiveharmless, on an after-tax basis, from any Excise Tax or income tax(including interest or penalties) imposed with respect to suchadvance or with respect to any imputed income in connection withsuch advance; and *provided, further*, that any extension ofthe statute of limitations relating to payment of taxes for thetaxable year of the Executive with respect to which such contestedamount is claimed to be due is limited solely to such contestedamount.  Furthermore, the Company's control of the contestshall be limited to issues with respect to which the Gross-UpPayment would be payable hereunder, and the Executive shall beentitled to settle or contest, as the case may be, any other issueraised by the Internal Revenue Service or any other taxingauthority.

(d)        If,after the receipt by the Executive of an amount advanced by theCompany pursuant to Section 8(c), the Executive becomes entitled toreceive any refund with respect to such claim, the Executive shall(subject to the Company's complying with the requirements ofSection 8(c)) promptly pay to the Company the amount of such refund(together with any interest paid or credited thereon after taxesapplicable thereto).  If, after the receipt by the Executiveof an amount advanced by the Company pursuant to Section 8(c), adetermination is made that the Executive shall not be entitled toany refund with respect to such claim and the Company does notnotify the Executive in writing of its intent to contest suchdenial of refund prior to the expiration of 30 days after suchdetermination, then such advance shall be forgiven and shall not berequired to be repaid and the amount of such advance shall offset,to the extent thereof, the amount of Gross-Up Payment required tobe paid.

(e)       Notwithstanding any other provision of this Section 8, the Companymay, in its sole discretion, withhold and pay over to the InternalRevenue Service or any other applicable taxing authority, for thebenefit of the Executive, all or any portion of the Gross-UpPayment, and the Executive hereby consents to suchwithholding.

(f)        Definitions.  The following terms shall have thefollowing meanings for purposes of this Section 8.

(i)        "Excise Tax" shall mean the excise tax imposed by Section 4999 ofthe Code, together with any interest or penalties imposed withrespect to such excise tax.

(ii)       The "Net After-Tax Amount" of a Payment shall mean the Value of aPayment net of all taxes imposed on the Executive with respectthereto under Sections 1 and 4999 of the Code and applicable stateand local law, determined by applying the highest marginal ratesthat are expected to apply to the Executive's taxable income forthe taxable year in which the Payment is made.

(iii)      "Parachute Value" of a Payment shall mean the present value as ofthe date of the change of control for purposes of Section 280G ofthe Code of the portion of such Payment that constitutes a"parachute payment" under Section 280G(b)(2), as determined by theAccounting Firm for purposes of determining whether and to whatextent the Excise Tax will apply to such Payment.

(iv)       A"Payment" shall mean any payment or distribution in the nature ofcompensation (within the meaning of Section 280G(b)(2) of the Code)to or for the benefit of the Executive, whether paid or payablepursuant to this Agreement or otherwise.

(v)        The"Safe Harbor Amount" means the maximum Parachute Value of allPayments that the Executive can receive without any Payments beingsubject to the Excise Tax.

(vi)       "Value"of a Payment shall mean the economic present value of a Payment asof the date of the change of control for purposes of Section 280Gof the Code, as determined by the Accounting Firm using thediscount rate required by Section 280G(d)(4) of theCode.

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**Section9.        ConfidentialInformation.**  The Executive shall hold in afiduciary capacity for the benefit of the Company all secret orconfidential information, knowledge or data relating to the Companyor the Affiliated Companies, and their respective businesses, whichinformation, knowledge or data shall have been obtained by theExecutive during the Executive's employment by the Company or theaffiliated companies and which information, knowledge or data shallnot be or become public knowledge (other than by acts by theExecutive or representatives of the Executive in violation of thisAgreement).  After termination of the Executive's employmentwith the Company, the Executive shall not, without the priorwritten consent of the Company or as may otherwise be required bylaw or legal process, communicate or divulge any such information,knowledge or data to anyone other than the Company and thosepersons designated by the Company.  In no event shall anasserted violation of the provisions of this Section 9 constitute abasis for deferring or withholding any amounts otherwise payable tothe Executive under this Agreement.

**Section10.     Successors. ** (a)  This Agreement ispersonal to the Executive, and, without the prior written consentof the Company, shall not be assignable by the Executive other thanby will or the laws of descent and distribution.  ThisAgreement shall inure to the benefit of and be enforceable by theExecutive's legal representatives.

(b)       This Agreement shall inure to the benefit of and be binding uponthe Company and its successors and assigns.  Except asprovided in Section 10(c), without the prior written consent of theExecutive this Agreement shall not be assignable by theCompany.

(c)        TheCompany will require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company toassume expressly and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required toperform it if no such succession had taken place.  "Company"means the Company as hereinbefore defined and any successor to itsbusiness and/or assets as aforesaid that assumes and agrees toperform this Agreement by operation of law or otherwise.

**Section11.     Miscellaneous. ** (a)  This Agreementshall be governed by and construed in accordance with the laws ofthe State of Delaware, without reference to principles of conflictof laws.  The captions of this Agreement are not part of theprovisions hereof and shall have no force or effect.  ThisAgreement may not be amended or modified other than by a writtenagreement executed by the parties hereto or their respectivesuccessors and legal representatives.

(b)        Allnotices and other communications hereunder shall be in writing andshall be given by hand delivery to the other party or by registeredor certified mail, return receipt requested, postage prepaid,addressed as follows:

if to theExecutive:

Mark W. Sopp

if to theCompany:

The TitanCorporation3033 Science Park RoadSan Diego, CA  92121-1199

Attention:  GeneralCounsel

or to such other addressas either party shall have furnished to the other in writing inaccordance herewith.  Notice and communications shall beeffective when actually received by the addressee.

(c)        Theinvalidity or unenforceability of any provision of this Agreementshall not affect the validity or enforceability of any otherprovision of this Agreement.

(d)        TheCompany may withhold from any amounts payable under this Agreementsuch United States federal, state or local or foreign taxes asshall be required to be withheld pursuant to any applicable law orregulation.

(e)        TheExecutive's or the Company's failure to insist upon strictcompliance with any provision of this Agreement or the failure toassert any right the Executive or the Company may have hereunder,including, without limitation, the right of the Executive toterminate employment for Good Reason pursuant to Sections 4(c)(1)through 4(c)(5), shall not be deemed to be a waiver of suchprovision or right or any other provision or right of thisAgreement.

(f)        The Executive and the Company acknowledge that, except as mayotherwise be provided under any other written agreement between theExecutive and the Company, the employment of the Executive by theCompany is "at will" and, subject to Section 1(a), prior to theEffective Date, the Executive's employment may be terminated byeither the Executive or the Company at any time prior to theEffective Date, in which case the Executive shall have no furtherrights under this Agreement.  From and after the EffectiveDate, except as specifically provided herein, this Agreement shallsupersede any other agreement between the parties with respect tothe subject matter hereof.

IN WITNESS WHEREOF, theExecutive has hereunto set the Executive's hand and, pursuant tothe authorization from the Board, the Company has caused thesepresents to be executed in its name on its behalf, all as of theday and year first above written.
|                                                                          |        |   /s/ MARK W.SOPP                   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                  |        |                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                  |        | **MARK W.SOPP**                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                  |        | Chief FinancialOfficer                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                  |        |                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                  |        | **THE TITANCORPORATION**                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                  | By:    |   /s/ GENE W.RAY                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                  |        |                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Name:  | **GENE W.RAY**                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Title: | Chief ExecutiveOfficer, Chairman of the Board |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                  |        |                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                  |        |                                               |
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