Exhibit10.5

# EMPLOYMENTAGREEMENT

           AGREEMENT, made and entered into as of April 2, 2003 (the“Effective Date”) by and between The Titan Corporation,a Delaware corporation (together with its successors and assigns,the “Company”), and Nicholas J. Costanza (the“Executive”).

WITNESSETH :

           WHEREAS, the Executive is currently employed as SeniorVice-President, General Counsel and Secretary of the Company andthe Company desires to continue to have the Executive serve in suchpositions;

           WHEREAS, the Company desires to enter into an agreement embodyingthe terms of such continued employment (this“Agreement”) and the Executive desires to enter intothis Agreement and to accept such continued employment, subject tothe terms and provisions of this Agreement;

           NOW, THEREFORE, in consideration of the premises and mutualcovenants contained herein and for other good and valuableconsideration, the receipt of which is mutually acknowledged, theCompany and the Executive (individually a “Party” andtogether the “Parties”) agree as follows:

           1.        Definitions.

(a)       “Accrued Obligations” shall mean:

any earned but unpaid amounts as of the date of termination,including, but not limited to, Base Salary through the date oftermination, reimbursement for business expenses and any incentiveawards earned for performance periods that have ended;

a Pro-Rata Target Bonus;

any compensation previously deferred by the Executive togetherwith any vested Company matching contribution and accrued interestthereon; and

accrued but unpaid vacation days through the date oftermination.

(b)       “Affiliate” of a specified person or entity shall meana person or entity that directly or indirectly controls, iscontrolled by, or is under common control with, the person orentity specified.

(c)       “Base Salary” shall mean the annualized salary providedfor in Section 4 below or any increased salary granted to theExecutive pursuant to Section 4.

(d)       “Board” shall mean the Board of Directors of theCompany.

(e)       “Cause” shall mean:

(i)        the willful and continued failure of the Executive to performsubstantially the Executive’s duties hereunder (other thanany such failure resulting from incapacity due to physical ormental illness or following the Executive’s delivery of anotice that he is terminating his employment for Good Reason),provided that the Company demonstrates that such failure has amaterial and injurious effect on the Company and provided, further,that a written demand for substantial performance is firstdelivered to the Executive by the Board that specificallyidentifies the manner in which the Board believes that theExecutive has not substantially performed the Executive’sduties and the resulting material, injurious effect on the Company;or

(ii)       the willful 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 the purposes of this definition of “Cause”, no act,or failure to act, on the part of the Executive shall be considered“willful” unless it is done, or omitted to be done, bythe Executive in bad faith or without reasonable belief that theExecutive’s action or omission was in the best interests ofthe Company.  Any act, or failure to act, based upon authoritygiven pursuant to a resolution duly adopted by the Board or basedupon advice of counsel for the Company shall be conclusivelypresumed to be done, or omitted to be done, by the Executive ingood faith and in the best interests of the Company.

(f)        “Change of Control” shall have the same meaning asascribed to such term in the Executive Change of Control Agreementbetween the Executive and the Company dated as of March 2000 (the“Change of ControlAgreement”).     

(g)       “Disability” shall mean the Executive’sinability, due to physical or mental incapacity, to substantiallyperform his duties and responsibilities under this Agreement for aperiod of six consecutive months as determined by a medical doctorselected by the Company and the Executive.  If the Partiescannot agree on a medical doctor, each Party shall select a medicaldoctor and the two doctors shall select a third who shall be theapproved medical doctor for this purpose.

(h)       “Good Reason” shall mean the occurrence of any of thefollowing events without the prior written consent of theExecutive:

(i)        the assignment to the Executive of any duties inconsistent in anyrespect with the Executive’s positions (including status,offices, titles and reporting requirements), authority, duties orresponsibilities as contemplated in Section 3(a), or any otherdiminution in such positions, authority, duties or responsibilities(whether or not occurring solely as a result of the Company’sceasing to be a publicly traded entity), excluded 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;

(ii)       any failure by the Company to comply with Sections 4, 5, 6 or 7 ofthis Agreement, other than an isolated, insubstantial andinadvertent action not taken in bad faith and that is remedied bythe Company promptly after receipt of notice thereof given by theExecutive;

(iii)       theCompany ceasing to be a publicly traded company, or theCompany’s requiring the Executive to be based at any officeor location other than as provided in Section 3(c);

(iv)       failureof the Company to extend the Term of this Agreement, or anyextension thereof, before the end of the initial two year term orany extension thereof;

(v)       anypurported termination by the Company of the Executive’semployment otherwise than expressly permitted by this Agreement;or

(vi)       anyfailure by the Company to obtain the assumption of its obligationsto perform this Agreement by any successor to all or substantiallyall of the assets of the Company, whether by written agreement oroperation of law.

“Pro-Rata Target Bonus” shall mean the Target Bonusmultiplied by a fraction, the numerator of which is the number ofdays that the Executive was employed in the applicable performanceperiod and the denominator of which shall be the number of days inthe applicable performance period.

(j)        “Target Bonus” shall mean the greater of (i) 60% ofBase Salary and      (ii) theExecutive’s target bonus opportunity for the applicableyear.

(k)       “Term” shall mean the period specified in Section 2below (including any extension as provided therein).

           2.         Term ofEmployment.

The term of employmenthereunder shall begin as of the Effective Date, and shall continuethrough the second anniversary of the Effective Date (the“Term”), provided, however, that the extension of theTerm of this Agreement shall be reviewed by the Board onan

annual basis. If eitherParty elects not to extend the Term hereof, then such Party shallgive advance written notice to the other Party of not less than 120days prior to the expiration of the Term, or any extension thereof,that such Party is electing not to extend the Term. Notwithstanding the foregoing, the Term shall end on the date onwhich the Executive’s employment is earlier terminated byeither Party in accordance with the provisions of Section 9below.

           3.         Position,Duties and Responsibilities; Place of Employment.

(a)       During the Term, the Executive shall serve as the Senior VicePresident, General Counsel and Secretary of the Company and shallbe responsible for the general management of all the legal affairsof the Company.  As Senior Vice President, General Counsel andSecretary of the Company, the Executive shall have all authorities,duties and responsibilities customarily exercised by an individualserving in those positions in a corporation of the size and natureof the Company.  The Executive, in carrying out his dutiesunder this Agreement, shall report to the Chief Executive Officerof the Company.  During the Term, the Executive shall devotesubstantially all of his business time and attention to thebusiness and affairs of the Company.

(b)       Nothing herein shall preclude the Executive from (i) serving on theboards of directors of a reasonable number of other corporationswith the concurrence of the Board, (ii) serving on the boards of areasonable number of trade associations and/or charitableorganizations, (iii) engaging in charitable activities andcommunity affairs and (iv) managing his personal investments andaffairs, provided that such activities set forth in this Section3(b) do not interfere with the effective discharge of his dutiesand responsibilities under Section 3(a).

(c)        TheExecutive’s principal place of employment shall be SanDiego, California.

           4.         BaseSalary.

During the Term, theExecutive shall be paid an annualized Base Salary of $340,000,payable in accordance with the regular payroll practices of theCompany.  The Base Salary shall be reviewed annually for anyincrease in the discretion of the Board.

           5.         AnnualIncentive Awards.

During the Term, theExecutive shall be eligible to participate in the Company’sannual incentive plan for senior executives (the “BonusPlan”), including any supplemental bonus plan.  For theBonus Plan, the Executive shall have a target bonus opportunityeach year of up to 60% of Base Salary, based on the achievement ofannual performance objectives approved by the Chief ExecutiveOfficer.  The Executive shall be paid his annual incentiveawards, including any supplemental bonus award, at the same timethat other senior executives of the Company are paid such awards,but in no event more than 90 days after the end of the applicableperformance period.

           6.         Long-TermIncentive Programs.

During the Term, theExecutive shall be eligible to participate in any long-termincentive program of the Company made available to othersenior-level executives generally, including, but not limited to,the Company’s 2002 Employee and Director Stock Option andIncentive Plan and the 2002 Employee Stock PurchasePlan.

           7.         EmployeeBenefit and Retirement Programs; Perquisites;Vacation.

(a)       During the Term, the Executive shall be entitled to participate inall employee pension and welfare benefit plans, programs andarrangements made available to the Company’s senior-levelexecutives or to its employees generally on the same terms andconditions as other senior-level executives, as such plans,programs or arrangements may be in effect from time to time,including, without limitation, pension, profit sharing, savings,estate preservation and other retirement plans or programs, 401(k),medical, dental, hospitalization, short-term and long-termdisability and life insurance plans, accidental death anddismemberment protection, travel accident insurance, and all otherpension or retirement plans or programs (including theCompany’s Deferred Compensation Plan) and employee welfarebenefit plans or programs that may be sponsored by the Company fromtime to time, including any plans or programs that supplement theabove-listed types of plans or programs, whether funded orunfunded. The Executive agrees to cooperate with any requiredeligibility procedures with respect to such plans, programs andarrangements, including without limitation customary medicalunderwriting procedures.  The Executive shall also be eligibleto participate in the Company’s Supplemental Retirement Planfor Key Executives, as in effect from time to time.

(b)        TheExecutive shall be entitled to receive perquisites provided toother senior-level executives.

(c)        TheExecutive shall be entitled to paid vacation in accordance withCompany policy.

           8.         Reimbursementof Business Expenses.

During the Term, theExecutive is authorized to incur reasonable expenses in connectionwith carrying out his duties and responsibilities under thisAgreement and the Company shall reimburse him for all such expensesincurred in connection with carrying out the business of theCompany, subject to documentation in accordance with theCompany’s policy. 

           9.         Terminationof Employment.

(a)       Termination without Cause or Termination for GoodReason.

In the event (x) theExecutive’s employment hereunder as Senior Vice President,General Counsel and Secretary of the Company is terminated by theCompany without Cause, other than due to Disability or death, or(y) the Executive terminates his employment for Good Reason with 60days advance notice, in each case prior to a Change in Control, theExecutive shall be entitled to the following:

(i)        Accrued Obligations;

(ii)        alump-sum payment in an amount equal to two times the sum of theExecutive’s (x) Base Salary and (y) Target Bonus for the yearof termination, payable promptly following suchtermination;

immediate vesting of any outstanding equity awards, including,but not limited to, stock options and restricted stock;

 

immediate and full vesting of the Executive’s accountbalances under the Company’s 401(k) plan and deferredcompensation plan, or any successor thereto, as of the date thatthe Executive’s employment terminates;

any other entitlement, benefit or compensation due the Executiveunder any other applicable plan, program, policy, arrangement of,or other agreement with, the Company or any of its Affiliates;and

continuation of the Company’s Group medical, dental andvision benefits for the Executive (and his dependents), at the costof the Company, for a period of two years after the date ofemployment termination (with COBRA benefits thereafter at the costof the Executive), or until a new employer of Executive provideshealth benefits coverage, whichever occurs earlier.

(b)       Termination Due to Death or Disability.  In the eventthat the Executive’s employment hereunder is terminated dueto his death or Disability, the Executive (or his estate, legalrepresentatives, or his beneficiaries, as the case may be), shallbe entitled to the following:

(i)        Accrued Obligations;

                                   (ii)      in the case of Disability: (A)disability benefits provided in accordance with the Company’slong-term disability program, if any, in effect for senior levelexecutives at the Company; and (B) continuation of theCompany’s Group medical, dental and vision benefits for theExecutive (and his dependents), at the cost of the Company, for aperiod of two years following the date of employment termination(with COBRA benefits thereafter at the cost of the Executive), oruntil a new employer of Executive provides health benefitscoverage, whichever occurs earlier;

(iii)      treatment of any outstanding equity awards in accordance with theapplicable plan and award agreement; and

(iv)       anyother entitlement, benefit or compensation due the Executive underany other applicable plan, program, policy, arrangement of, orother agreement with, the Company or any of itsAffiliates. 

(c)       Termination by the Company for Cause; Voluntary Resignationwithout Good Reason.

(i)        A termination for Cause shall not take effect unless the provisionsof this subclause (i) are complied with.  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) at ameeting of the Board called and held for such purpose (afterreasonable notice is provided to the Executive and the Executive isgiven an opportunity, together with his counsel, to be heard beforethe Board), finding that, in the good faith opinion of the Board,the Executive is guilty of the conduct described in Section 1(e)(i)or Section 1(e)(ii), and specifying the particulars thereof indetail.

(ii)        Inthe event the Company terminates the Executive’s employmentas Senior Vice President, General Counsel and Secretary of theCompany for Cause, or the Executive voluntarily resigns withoutGood Reason after first giving the Company 60 days advance writtennotice, the Executive shall be entitled to:

(A)       paymentof Base Salary through the date of termination;

(B)       treatmentof any outstanding equity awards in accordance with the applicableplan or award agreement; and

(C)       any otherentitlement, benefit or compensation due the Executive under anyother applicable plan, program, policy, arrangement of, or otheragreement with, the Company or any of its Affiliates.

(d)       Retirement.  The Executive shall be entitled to retireas Senior Vice President, General Counsel and Secretary of theCompany upon 180 days advance written notice to the Board,provided, that, the Executive is at least 60 years of age at thetime of retirement.  In the event the Executive elects toretire and provides the required notice, the Executive shall beentitled to the payments, benefits and other entitlements set forthabove in Section 9(a).

(e)       Release of Claims.  In order to be entitled to thepayments, rights and other entitlements in Section 9(a) or Section9(d) above, the Executive shall be required to execute and delivera release of claims against the Company in the form of Exhibit Aattached hereto.

(f)        Nature of Payments.  Any amounts due under this Section9 are in the nature of severance payments considered to bereasonable by the Company and are not in the nature ofpenalty.

(g)       Resignation.  Notwithstanding any other provision ofthis Agreement, upon the termination of the Executive’semployment for any reason, unless otherwise requested by the Board,he shall immediately resign from any and all boards of directorsand officer positions of subsidiaries and Affiliates of the Companythat he may hold, and as a trustee of, or fiduciary to, anyemployee benefit plan of the Company or any of its Affiliates. TheExecutive hereby agrees to execute any and all documentation ofsuch resignations upon request by the Company, but he shall betreated for all purposes as having so resigned upon termination ofhis employment, regardless of when or whether he executes any suchdocumentation.

           10.       Change ofControl.

Anything herein to thecontrary notwithstanding, to the extent applicable, the Executiveshall also be entitled to any compensation, benefit or entitlementprovided pursuant to the Change of Control Agreement, provided thatif any item of compensation or benefit or any entitlement isprovided under this Agreement which is more favorable to theExecutive than the corresponding item of compensation or benefit orentitlement under the Change of Control Agreement, or if an item ofcompensation or benefit or any entitlement is provided under thisAgreement, but not under the Change of Control Agreement, such itemof compensation or benefit or such entitlement, as the case may be,shall be provided in accordance with the terms of thisAgreement.  In no event, however, shall the Executive beentitled to duplication as to any item of compensation or benefitor as to any entitlement that is provided under both this Agreementand the Change of Control Agreement.  In the case of any suchduplication, the Executive shall be entitled to the provision ofthis Agreement or the Change of Control Agreement that is mostfavorable to the Executive. 

           11.       Confidentiality;Assignment of Rights.

(a)       During the Term and thereafter, other than in the ordinary courseof performing his duties for the Company or as required inconnection with providing any cooperation to the Company pursuantto Section 14 below, the Executive agrees that he shall notdisclose to anyone or make use of any trade secret or proprietaryor confidential information of the Company or any Affiliate of theCompany, including such trade secret or proprietary or confidentialinformation of any customer or other entity to which the Companyowes an obligation not to disclose such information, which heacquires during the course of his employment, including, but notlimited to, records kept in the ordinary course of business, exceptwhen required to do so by a court of law, by any governmentalagency having supervisory authority over the business of theCompany or by any administrative or legislative body (including acommittee thereof) with apparent or actual jurisdiction to orderhim to divulge, disclose or make accessible such information. In the event the Executive is requested to disclose information ascontemplated in the preceding sentence, the Executive agrees,unless otherwise prohibited by law, to give the Company’sthen-General Counsel prompt written notice of any request fordisclosure in advance of the Executive making such disclosure inorder to permit the Company a reasonable opportunity to challengesuch disclosure.

(b)        TheExecutive hereby sells, assigns and transfers to the Company all ofhis right, title and interest in and to all inventions,discoveries, improvements and copyrightable subject matter (the“rights”) which during the course of his employment aremade or conceived by him, alone or with others, and which arewithin or arise out of any general field of the Company’sbusiness or arise out of any work he performs, or information hereceives regarding the business of the Company, while employed bythe Company.  The Executive shall fully disclose to theCompany as promptly as available all information known or possessedby him concerning the rights referred to in the preceding sentence,and upon request by the Company and without any furtherremuneration in any form to him by the Company, but at the expenseof the Company, execute all applications for patents and forcopyright registration, assignments thereof and other instrumentsand do all things which the Company may deem necessary to vest andmaintain in it the entire right, title and interest in and to allsuch rights.

(c)        TheExecutive agrees that at the time of the termination of employment,whether at the instance of the Executive or the Company, andregardless of the reasons therefor, he will deliver to the Company,and not keep or deliver to anyone else, any and all notes, files,memoranda, papers and, in general, any and all physical matter andcomputer files containing information, including any and alldocuments relating to the conduct of the business of the Company orany of its Affiliates which are in his possession or control,except for (i) any documents for which the Company has givenwritten consent to removal at the time of termination of theExecutive’s employment, (ii) papers and other materials of apersonal nature, including, but not limited to, photographs,correspondence, personal diaries, calendars and Rolodexes, (iii)any information the Executive reasonably believes may be necessaryfor his tax purposes and (iv) copies of plans, programs andagreements relating to his employment or termination thereof, withthe Company.

           12.       Non-Competition;Non-Solicitation.

(a)       During the Term and until the second anniversary of the date oftermination of the Executive’s employment, including hisretirement as Senior Vice-President General Counsel and Secretaryof the Company, the Executive agrees that he shall not, other thanin the ordinary course of performing his duties hereunder or asagreed by the Company in writing, engage in a “CompetitiveBusiness,” directly or indirectly, as an individual, partner,shareholder, director, officer, principal, agent, employee,trustee, consultant, or in any relationship or capacity, in anygeographic location in which the Company or any of its Affiliatesis engaged in business.  The Executive shall not be deemed tobe in violation of this Section 12(a) by reason of the fact that heowns or acquires, solely as an investment, up to two percent (2%)of the outstanding equity securities (measured by value) of anyentity.

                       “Competitive Business” shall mean a business thatcompetes with a business that (i) was being conducted by theCompany or any of its Affiliates at the time of the allegedviolation, (ii) the Company or any of its Affiliates was seeking toconduct, or seriously considering conducting, if such allegedviolation of this Section 12(a) is during the Term or (iii) theCompany or any of its Affiliates was seeking to conduct, orseriously considering conducting, during the Term and the Companyor any of its Affiliates is actually conducting, seeking to conductor seriously considering conducting at the time of the allegedviolation, if such alleged violation of this Section 12(a) is afterthe date of termination of the Executive’s employment,including his retirement as President and Chief Executive Officerof the Company.  “Competitor” shall mean anyentity which is engaged in any Competitive Business.

(b)        TheExecutive agrees that for a period of two years followingtermination of his employment, including his retirement as SeniorVice-President, General Counsel and Secretary of the Company, hewill not, without the prior written consent of the Company,directly or indirectly, solicit for hire any officer, employee orconsultant of the Company or any of its Affiliates, or knowinglysolicit or encourage any such officer, employee or consultant toleave the employ of the Company or its Affiliates, as the case maybe.  Anything herein to the contrary notwithstanding, it shallnot be a violation of this Section 12(b) for the Executive, uponrequest by an unrelated third party employer (prospective orotherwise), to provide a personal reference for such employeesetting forth his personal views about such employee.

(c)        TheExecutive agrees that for a period of two years following thetermination of his employment, including his retirement as SeniorVice-President, General Counsel and Secretary of the Company, hewill not, without the prior written consent of the Company,knowingly solicit or encourage any customer of the Company or anyof its Affiliates to reduce or cease its business with the Companyor any such Affiliate or otherwise knowingly interfere with therelationship of the Company or any Affiliate with itscustomers.

           13.       Injunctive and OtherRelief. 

The Executive acknowledgesthat his services are of a special, unique, unusual, extraordinaryand intellectual character giving them a peculiar value, the lossof which cannot be reasonably or adequately compensated for indamages.  Therefore, the Executive expressly agrees andacknowledges any breach or threatened breach of any obligationunder Section 11 or Section 12 above will cause the Companyirreparable harm for which there is no adequate remedy at law, andas a result of this the Company shall be entitled to the issuanceby a court of competent jurisdiction of an injunction, restrainingorder or other equitable relief in favor of itself, without thenecessity of posting a bond, restraining the Executive fromcommitting or continuing to commit any such violation.

           14.       Cooperation andConsulting Period 

Following theExecutive’s termination of employment, upon reasonablerequest by the Company, the Executive shall cooperate with theCompany with respect to any litigation or other dispute relating toany matter in which he was involved or had knowledge during hisemployment with the Company.  The Company shall reimburse theExecutive for all reasonable out-of-pocket costs, such as travel,hotel and meal expenses, incurred by the Executive in providing anycooperation pursuant to this Section 14.

The Executive furtheragrees that if he receives severance pursuant to Section 9(a) orSection 9(d) above that he will provide consulting services to theCompany, not to exceed 20 days per year, for two years followingthe date of termination of his employment.

           15.       Assignability; BindingNature. 

This Agreement shall bebinding upon and inure to the benefit of the Parties and theirrespective successors, heirs (in the case of the Executive) andassigns.  No rights or obligations of the Company under thisAgreement may be assigned or transferred by the Company except thatsuch rights or obligations may be assigned or transferred pursuantto a merger or consolidation in which the Company is not thecontinuing entity, or the sale or liquidation of all orsubstantially all of the assets of the Company, provided that theassignee or transferee is the successor to all or substantially allof the assets of the Company and such assignee or transfereeassumes the liabilities, obligations and duties of the Company, ascontained in this Agreement, either contractually or as a matter oflaw.  No rights or obligations of the Executive under thisAgreement may be assigned or transferred by the Executive otherthan his rights to compensation and benefits, which may betransferred only by will or operation of law, except as provided inSection 18(d) below.

           16.       EntireAgreement.

This Agreement containsthe entire understanding and agreement between the Partiesconcerning the subject matter hereof and supersedes all prioragreements, understandings, discussions, negotiations andundertakings, whether written or oral, between the Parties withrespect thereto.  Anything herein to the contrarynotwithstanding, this Agreement shall not supercede any outstandingequity award agreements between the Executive and the Company, theChange of Control Agreement, the Indemnity Agreement between theExecutive and the Company dated February 28, 2002 (the“Indemnity Agreement”) or any outstanding loans orpromissory notes, all of which remain in full force andeffect.  In the event of any inconsistency between anyprovision of this Agreement and any provision of any otherapplicable Company plan, policy, program, arrangement or otheragreement, the provisions of this Agreement shallcontrol.

           17.       Notices.

All notices and othercommunications required or permitted hereunder shall be in writingand shall be deemed given when (a) delivered personally, (b) threedays after mailing by certified or registered mail, postageprepaid, return receipt requested or (c) two days after being sentby overnight courier (provided that a written acknowledgment ofreceipt is obtained by the overnight courier) to the Partyconcerned at the address indicated below or to such changed addressas such Party may subsequently give such notice of in accordancewith this Section 17:

           If to theCompany:                   The Titan Corporation

                                                           3033 Science Park Road

                                                           San Diego, CA 92121

                                                           Attention:  Chief Executive Officer

           If to theExecutive:                   Nicholas J. Costanza

                                                           c/o The Titan Corporation

                                                           3033 Science Park Road

                                                           San Diego, CA 92121

           18.       MiscellaneousProvisions.

(a)       Amendment or Waiver.  No provision in this Agreementmay be amended unless such amendment is agreed to in writing andsigned by the Executive and an authorized officer of theCompany.  No waiver by either Party of any breach by the otherParty of any condition or provision contained in this Agreement tobe performed by such other Party shall be deemed a waiver of asimilar or dissimilar condition or provision at the same or anyprior or subsequent time.  Any waiver must be in writing andsigned by the Party against whom it is being enforced (either theExecutive or an authorized officer of the Company, as the case maybe).

(b)       Severability.  In the event that any provision orportion of this Agreement shall be determined to be invalid orunenforceable for any reason, in whole or in part, the remainingprovisions of this Agreement shall be unaffected thereby and shallremain in full force and effect to the fullest extent permitted bylaw so as to achieve the purposes of this Agreement.

(c)       Survivorship.  Except as otherwise expressly set forthin this Agreement, upon the expiration of the Term, the respectiverights and obligations of the Parties shall survive such expirationto the extent necessary to carry out the intentions of the Partiesas embodied in the rights (such as vested rights) and obligationsof the Parties under this Agreement, including, but not limited to,Section 11 (confidentiality; assignment of rights), Section 13(injunctive and other relief) and Section 14 (cooperation andconsulting period).   

(d)       Beneficiaries; References. The Executive shall be entitled,to the extent permitted under any applicable law, to select andchange a beneficiary or beneficiaries to receive any compensationor benefit payable hereunder following the Executive’s deathby giving the Company written notice thereof.  In the event ofthe Executive’s death or a judicial determination of hisincompetence, references in this Agreement to the Executive shallbe deemed, where appropriate, to refer to his beneficiary, estateor other legal representative.

(e)       Indemnification.  The Company agrees to indemnify theExecutive against any claims that arise in connection with hisservice as an officer or director of the Company in accordance withthe Company’s by-laws and the Indemnity Agreement.

(f)        Reimbursement for Legal Fees. In the event that theExecutive incurs reasonable legal fees or other expenses in aneffort to secure, preserve or obtain payments, benefits orentitlements under this Agreement, the Company shall, regardless ofthe outcome of such effort, reimburse the Executive for such feesand expenses, after the Executive’s written submission of arequest for reimbursement together with evidence that such fees andexpenses were incurred.

(g)       Governing Law.  This Agreement shall be governed inaccordance with the laws of Delaware without reference toprinciples of conflicts of law.

(h)       Headings.  The headings of the sections contained inthis Agreement are for convenience only and shall not be deemed tocontrol or affect the meaning or construction of any provision ofthis Agreement.

(i)        Withholding.  The Company shall withhold from anyamounts payable under this Agreement such United States federal,state or local or foreign taxes as shall be required to be withheldpursuant to any applicable law or regulation.  The Executiveacknowledges that except for such withholding, and except for suchgross-ups as are specifically provided herein, he is responsiblefor paying his own taxes.

(j)        Counterparts.  This Agreement may be executed in two ormore counterparts.

**[Rest ofpage left intentionally blank]**

IN WITNESS WHEREOF, theundersigned have executed this Agreement as of the date firstwritten above.

                                                           THE TITAN CORPORATION

                                                           By:     /s/ GENE W. RAY

                                                           Name:     Gene W. Ray

                                                           Title:  Chairmen, Chief Executive Office andPresident

                                                           the executive

                                                             /s/ NICHOLAS J. COSTANZA

                                                           Nicholas J. Costanza

**ExhibitA**

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**Executive’s Release ofClaims**

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**AGREEMENT ANDRELEASE**

THIS AGREEMENT AND RELEASEis executed by Nicholas J. Costanza(the “Executive”)releasing certain claims against The Titan Corporation, a Delawarecorporation (together with its successors and assigns, the“Company”), and certain affiliated parties.

WHEREAS, the Executive andthe Company have entered into an employment agreement as of _______________ (the “EmploymentAgreement”);

WHEREAS, Executive’semployment with the Company has terminated, including byretirement, and as such Executive is due certain payments andentitlements pursuant to the Employment Agreement subject to theExecutive’s executing this Agreement and Release.

NOW, THEREFORE, inconsideration of the ­payments set forth in Section 9 of theEmployment Agreement and other good and valuable consideration, theExecutive agrees as follows:

1.        The Executive, on behalf of himself and his dependents, heirs,administrators, agents, executors, successors and assigns, herebyreleases and forever discharges the Company and all of its currentand former subsidiaries, joint venturers and affiliates, and all oftheir respective directors, shareholders, officers, employees,agents, attorneys, insurers, employees and all individuals orentities acting by, through, under or in concert with any of them(collectively, the “Released Parties”), from any andall charges, controversies, claims, wages, rights, agreements,actions, costs or expenses, causes of action, obligations, damages,losses, promises and liabilities of whatever kind or nature, in lawor equity or otherwise, whether known or unknown, suspected orunsuspected, from the beginning of time to the date the Executiveexecutes this Agreement and Release, including, but not limited to,any claims directly or indirectly arising out of, based upon orrelating in anyway to Executive’s employment with Titan orany affiliate, or the termination thereof, or relating to orarising from any alleged act or omission by any of the ReleasedParties. 

Without limiting thegenerality of the foregoing, the Executive expressly waives andreleases all claims the Executive may have under the AgeDiscrimination in Employment Act (ADEA), as amended by the OlderWorkers’ Benefit Protection Act (OWPBA) or any statecounterpart, Title VII of the Civil Rights Act of 1964, the CivilRights Act of 1991, the Equal Pay Act, the Family and Medical LeaveAct, all claims of discrimination, retaliation or harassment underthe California Fair Employment and Housing Act, all claims underthe California Labor Code, the California Constitution, theCalifornia Family Rights Act, the California Industrial WelfareCommission Orders or any local, state or federal law or regulationgoverning discrimination in employment; all claims under statecontract or tort law such as wrongful termination, assault,invasion of privacy, breach of the implied covenant of good faithand fair dealing, defamation or negligent or intentional inflictionof emotional distress and all claims for attorneys’fees.

Anything to the contrarynotwithstanding in this Agreement and Release or the EmploymentAgreement, nothing herein shall release any Released Party from anyclaims or damages based on (i) any right or claim that arises afterthe date of this Agreement and Release, (ii) any right theExecutive may have to enforce the Employment Agreement or thisAgreement and Release, (iii) any right the Executive may haveto vested benefits under any applicable plan, policy, program,award or agreement of the Company; (iv) the Executive’seligibility for indemnification in accordance with applicable lawsor the Company’s certificate of incorporation or by-laws, orunder any applicable insurance policy with respect to any liabilitythe Executive incurs or has incurred as a director or officer ofthe Company; (v) any rights arising out of any investorrelationship the Executive has with the Company or any affiliate,including, but not limited to, any claim pertaining to securitiesor other financial instruments, investments or partnerships; or(vi) any claims of a personal nature unrelated to the business ofthe Company or any affiliate.

2.        The Executive expressly acknowledges and agrees that this Agreementand Release fully and finally releases and fully resolves any andall disputes between him and any Released Party with respect to theclaims released herein, including those that are unknown,unanticipated or unsuspected or which may hereafter arise as aresult of the discovery of new or additional facts. Accordingly, the Executive expressly waives all of his rights underCalifornia Civil Code § 1542, which provides that

           A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOESNOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTINGTHE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTEDHIS SETTLEMENT WITH THE DEBTOR.

The Executive alsoexpressly waives all rights under any other statute, legaldecisions or common law principles of similareffect. 

3.        The Executive acknowledges that he has been provided a period of atleast 21 calendar days in which to consider and execute thisAgreement and Release.  The Executive further acknowledges andunderstands that he has seven calendar days from the date on whichhe executes this Agreement and Release to revoke his acceptance ofthis Agreement and Release by delivering to the Company writtennotification of his intention to revoke this Agreement and Releasein accordance with the notice provision in Section 17 of theEmployment Agreement.  If the Executive so revokes hisagreement to this Agreement and Release he shall not be entitled tothe payments, benefits and other entitlements provided pursuant toSection 9 of the Employment Agreement.  This Agreement andRelease becomes effective when signed by the Executive unlessrevoked in writing in accordance with this seven-dayprovision.  To the extent that the Executive has not otherwisedone so, the Executive is advised to consult with an attorney priorto executing this Agreement and Release.

4.        The Executive agrees never to file a claim against any ReleasedParty with respect to the claims released by the Executiveherein.  If the Executive files such a claim, he agrees to payall costs incurred by the Released Party, includingattorneys’ fees, in defending against such claim.

 

IN WITNESS WHEREOF, theExecutive has executed this Agreement and Release as of the datewritten below.

                                                                                                                                                                                 Nicholas J. Costanza

                                               Date: _______________________________