******AMENDMENT TO EXECUTIVEAGREEMENT**

**AMENDMENT**dated as of the 14th day of September, 2003, by and between TheTitan Corporation, a Delaware corporation (the "Company"), andNicholas J. Costanza (the“Executive”).

**WHEREAS**, theCompany and Executive have entered into the Executive Agreementdated as of March 20, 2000 (the “Change of ControlAgreement”);

           **WHEREAS**, theCompany and the Executive have entered into the EmploymentAgreement dated as of April 2, 2003 (the “EmploymentAgreement”);

           

**           WHEREAS**, Section 11(a) of the Changeof Control Agreement provides that the Change of Control Agreementmay not be amended or modified other than by written agreementexecuted by the parties thereto or their respective successors andlegal representatives; and

           **WHEREAS**, theCorporation and the Executive desire to amend the Change of ControlAgreement to clarify that Executive will not be entitled toseverance payments pursuant to the Employment Agreement inconnection with a termination of employment if the Executivereceives severance payments pursuant to the Change of ControlAgreement and to make certain other amendments to the Change ofControl Agreement;

           **NOW, THEREFORE**,****for and in consideration of the foregoing and ofthe mutual covenants and agreements set forth herein, theCorporation and the Executive hereby agree as follows:

                       **1.**         Sections3(b)(3), (4), (5), (6), (7) and (8) of the Change of ControlAgreement are hereby amended and restated in their entirety to readas follows:

“(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 BenefitPlans.**  During the Employment Period, the Executiveand/or the Executive's family, as the case may be, shall beeligible for participation in and shall receive all benefits underwelfare benefit plans, practices, policies and programs provided bythe Company and the Affiliated Companies (including, withoutlimitation, medical, prescription, dental, disability, employeelife, group life, accidental death and travel accident insuranceplans and programs) to the extent applicable generally to otherexecutives of the Company and the Affiliated Companies, but in noevent shall such plans, practices, policies and programs providethe Executive with benefits that are less favorable, in theaggregate, than the most favorable of such plans, practices,policies and programs in effect for the Executive at any timeduring 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.”

                       **2.** Section 5(a)(3) of the Change of Control Agreementis hereby amended and restated in its entirety toread as follows:

“(3)      all options that have previously been granted to theExecutive to acquire shares of the Company or any affiliate of theCompany that have not previously been forfeited or exercised shallvest and be exercisable in full and shall remain exercisable forthe remainder of their original terms;”

**3. ** NewSection 5(a)(6) is added to the Change ofControl Agreementto read asfollows”

           

                       “(6)      allaccount balances under the Company’s deferred compensationplan, or any successor thereto, shall immediately and fully vest asof the Executive’s Date of Termination and an amountequal to 120% of any amount forfeited undertheCompany’s 401(k) plan in connection Executive’stermination of employment.” 

                       **4.** Section 6 of the Change of Control Agreementis hereby amended and restated in its entirety to read asfollows:

**“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.”

                       **5.**         In allrespects not amended, the Change of Control Agreement is confirmedand ratified.

           

*         *         *         *         *         

           IN WITNESS WHEREOF, the Executive has hereunto set the Executive'shand and, pursuant to the authorization from the Board, the Companyhas caused these presents to be executed in its name on its behalf,all as of the day and year first above written.
|                                                                   |        |   /s/ NICHOLASJ. COSTANZA                 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                        |        |                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                        |        | **NICHOLAS J.COSTANZA**                             |
|                                                                                                                                                                                                                                                                                                                                                                                                        |        | Senior VicePresident, General Counsel and Secretary |
|                                                                                                                                                                                                                                                                                                                                                                                                        |        | **  **                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                        |        | **THE TITANCORPORATION**                            |
|                                                                                                                                                                                                                                                                                                                                                                                                        | By:    |   /s/ GENE W.RAY                          |
|                                                                                                                                                                                                                                                                                                                                                                                                        |        |                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                        | Name:  | **GENE W.RAY**                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                        | Title: | Chief ExecutiveOfficer, Chairman of the Board       |
|                                                                                                                                                                                                                                                                                                                                                                                                        |        |                                                     |
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